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HomeMy WebLinkAbout2009-12-22; City Council; 20077; Request for Approval of Agreements for Preparation of and Environmental Impact Report for Plaza Camino Real Revitalization EIR 09-02CITY OF CARLSBAD - AGENDA BILL AB# MTG. DEPT. 20,077 12/22/09 PLN REQUEST FOR APPROVAL OF AGREEMENTS FOR THE PREPARATION OF AN ENVIRONMENTAL IMPACT REPORT FOR PLAZA CAMINO REAL REVITALIZATION EIR 09-02 DEPT. HEAD CITY ATTY. CITY MGR.its—• RECOMMENDED ACTION: That the City Council ADOPT Resolution No. 2009-320 , APPROVING agreements with HELIX Environmental Planning, Inc. and PLAZA CAMINO REAL, a California limited partnership, for the preparation of an Environmental Impact Report (EIR 09-02) for the Plaza Camino Real Revitalization Project (SP 09-01/SDP 09-04/SUP 09-07). ITEM EXPLANATION: Westfield LLC, has submitted applications for the revitalization to update the regional shopping center, located in the northwest quadrant of the City, in Local Facilities Management Zone 1. The intent of the Plaza Camino Real revitalization and limited expansion project is to update and revitalize the regional shopping center, which was originally developed in the late 1960's and expanded several times subsequent. The Specific Plan area includes all of the Plaza Camino Real shopping center from El Camino Real west to the North County Transit District bus transfer shelter; from the northerly City boundary with the City of Oceanside to Marron Road, and the sliver property developed with a movie theater and two financial buildings at the southwest corner of El Camino Real and Marron Road. The proposed shopping center revitalization involves the demolition, reconfiguration and/or reconstruction of approximately 179,631 square feet of existing square footage (mainly the existing Robinson's-May building), and the development of up to approximately 35,417 square feet of net new gross leasable space, for a total of approximately 1,186,509 gross leasable square feet. The expansion element of the project represents an increase of approximately 3% in leasable area over the existing shopping center's leasable area. The proposed revitalization is primarily focused on the easterly half of the site adjacent to El Camino Real and the southerly one-third of the site adjacent to Marron Road, displacing roughly 306 net surface parking stalls and creating new internally and externally oriented retail space, restaurant pads, theater and grocery market, or other retail/lifestyle/entertainment commercial uses. The project will primarily be built within the existing building envelopes, with a small amount of new building area adjacent to the existing envelopes and in outparcel locations. Additionally, the existing theater and adjacent parking area at the southwest corner of the El Camino Real and Marron Road intersection will be demolished, and a new retail outparcel with a 42 space parking lot will be built in its place. Based on a preliminary review of the project, staff has concluded that the project could result in potentially significant environmental impacts. Consequently, the project will require the preparation of an Environmental Impact Report. Staff sent requests for proposals for the preparation of the Plaza Camino Real Revitalization Project Environmental Impact Report (EIR DEPARTMENT CONTACT: Jason Goff, 760-602-4623 Jason.goff @carlsbadca.gov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED fa- DENIED D CONTINUED D WITHDRAWN D AMENDED D CONTINUED TO DATE SPECIFIC D CONTINUED TO DATE UNKNOWN D RETURNED TO STAFF D OTHER-SEE MINUTES D Page 2 09-02) to seven (7) consulting firms, five (5) of which submitted formal proposals to the Planning Department. A review panel made up of staff members from the Planning and Engineering Departments conducted a thorough review of each proposal, the responses to the scope of work, the experience of the individuals involved and the firm itself, and performance and product delivery schedules. The HELIX proposal was rated the highest of all of the submittals by the review panel. It is well prepared, exhibited a thorough understanding of the scope of the work, and includes an acceptable schedule and cost proposal. Therefore, staff recommends approval of the attached consulting agreement with HELIX Environmental Planning, Inc. and the agreement with PLAZA CAMINO REAL, a California limited partnership, as the applicant. FISCAL IMPACT: The total cost of the consulting services to prepare the EIR is $195,346. The applicant, PLAZA CAMINO REAL, a California limited partnership, will pay for the EIR per the attached agreement. EXHIBITS: 1. City Council Resolution No.2009-320, with Exhibit 1: Agreement with HELIX Environmental Planning, Inc., for the Preparation of an EIR, and Exhibit 2: Agreement between the City and Westfield LLC, for payment of the EIR consultant. 2- EXHIBIT 1 RESOLUTION NO. 2009-320 A RESOLUTION OF THE ClTY COUNCIL OF THE ClTY OF CARLSBAD, CALIFORNIA, APPROVING A CONSULTING AGREEMENT WlTH HELIX ENVIRONMENTAL PLANNING, INC. FOR THE PREPARATION OF AN ENVIRONMENTAL IMPACT REPORT (EIR) AND APPROVING AN AGREEMENT WlTH PLAZA CAMINO REAL, A CALIFORNIA LIMITED PARTNERSHIP FOR PAYMENT OF THE FEES ASSOCIATED WlTH PREPARATION OF AN EIR CASE NAME: PLAZA CAMINO REAL REVITALIZATION PROJECT CASE NO.: EIR 09-02 The City Council of the City of Carlsbad, California, does hereby resolve as follows: 1. That a consulting agreement with HELIX Environmental Planning, Inc. for consulting services to prepare an Environmental Impact Report (EIR) for the Plaza Camino Real Revitalization Project (Exhibit I), and an agreement with PLAZA CAMINO REAL, a California limited partnership for the payment of the EIR consultant services (Exhibit 2) are hereby approved and the City Manager is authorized to execute said agreements. 2. Following the City Manager's execution of said agreements, the City Clerk is directed to forward copies of this resolution and said agreements to HELIX Environmental Planning, Inc., Attention: Michael Schwerin, 7578 El Cajon Boulevard, Ste. 200, La Mesa, CA 91941; WESTFIELD, LLC., Attention: Greg Fitchett, 225 Broadway, 17'~ Floor, San Diego, CA 92101; and, the Planning Department. . PASSED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad on the 22udday of December 2009, by the following vote, to wit: AYES: Counci 1 Members Lewi s Kulchi n , Hsll , Blsckburn. NOES: None. ABSENT: Counci 1 Member P~ck~rd. /- ~.,~:L-~?.~~L.A--, City ~leik 03 (SEAL) Exhibit 1 AGREEMENT WITH CONSULTANT FOR THE PREPARATION OF AN ENVIRONMENTAL IMPACT REPORT EIR 09-02 PLAZA CAMINO REAL REVITALIZATION PROJECT THIS AGREEMENT, made this >3 r<?dav of ^tu^J^u. 2Q09 . between the CITY OF CARLSBAD, a municipal corporation of the State of California, hereinafter referred to as "CITY", and HELIX Environmental Planning, Inc. hereinafter referred to as "CONTRACTOR". RECITALS WHEREAS, the CITY has entered into an agreement with Westfield, LLC hereinafter called applicant, wherein the CITY agrees to prepare an Environmental Impact Report (EIR) for the proposed project identified as the Plaza Camino Real Revitalization project which is located in the northwest portion of the city at the City's northern entrance along El Camino Real and more precisely shown on the plat marked Attachment 1, attached hereto and made a part hereof; and WHEREAS, the CONTRACTOR has the qualifications to prepare the required Environmental Impact Report; and WHEREAS, it is understood that the CONTRACTOR shall be an independent contractor of the CITY. NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties hereto agree as follows: 1. CONTRACTOR OBLIGATIONS CONTRACTOR shall prepare an Environmental Impact Report on the subject project in accord with the California Environmental Quality Act as implemented by the State Guidelines and by CITY in Title 19 of the Carlsbad Municipal Code and its implementing resolutions. In carrying out this obligation the CONTRACTOR'S duties shall include the following: (a) The CONTRACTOR shall, consistent with the Work Program contained in Attachment 2, (1) make all necessary and required field explorations, reviews and tests; (2) make all necessary and required laboratory tests and analyses; (3) appear and be prepared to 1 Rev. 11-5-09 4 answer questions and prepare testimony on the final Environmental Impact Report at all public hearings before the Planning Commission and the City Council prior to the certification of the report; (4) make all reports necessary to comply with the requirements of this section. Before preparing the draft report, the CONTRACTOR shall submit five copies of a preliminary report (screen check EIR) to the Planning Director for staff review. The CONTRACTOR shall revise the preliminary report as requested by staff in order to make it suitable for draft EIR review. (b) CONTRACTOR shall prepare a draft report in compliance with the Work Program contained in Attachment 2 on file at the Planning Department (unless otherwise stated in this agreement), attached hereto and made a part hereof and with applicable state law and CITY ordinances. (c) CONTRACTOR shall attempt to determine as soon as possible in the study of the area involved, those factors which could severely inhibit or prohibit the proposed project. If it appears that such factors are present, CONTRACTOR shall so inform the Planning Director who in turn will discuss with the applicant the feasibility of continuing with the report. The objective of this subsection of the agreement is to minimize the cost if these adverse factors exist. (d) CONTRACTOR shall prepare and file with the CITY written responses to all comments received subsequent to public notice that the draft Environmental Impact Report has been filed. CONTRACTOR shall also prepare any response necessary to matters raised at the public hearings. The written responses shall be prepared in a form that will permit the responses to be incorporated into the final Environmental Impact Report. (e) CONTRACTOR'S responsibility under this agreement is owed to the CITY, rather than the APPLICANT, who is not an intended beneficiary of this agreement. 2. CITY OBLIGATIONS (a) The CITY will make payment to the CONTRACTOR as provided for in this agreement. 2 Rev. 11-5-09 (b) The CITY will make available to the CONTRACTOR any documents, studies, or other information in its possession related to the proposed project. (c) The CITY will review the Preliminary Report presented by the CONTRACTOR within fourteen working days of their receipt and make written comments to the CONTRACTOR within that time period. (d) The CITY shall provide the CONTRACTOR with copies of all written comments received on the draft Environmental Impact Report subsequent to public notice that the draft Environmental Impact Report has been filed and is available for public review. 3. TIME OF COMPLETION Time is of the essence in carrying out the terms of this agreement. It is understood that inclement weather conditions may delay the completion of field work. The CONTRACTOR will be allowed as many additional days as are necessary to compensate for days lost due to inclement weather. The CONTRACTOR shall submit to the CITY five copies of the Preliminary Environmental Impact Report within twelve (12) weeks of the signing of this agreement by both concerned parties. The CONTRACTOR shall submit to the CITY twenty-five (25) copies of the draft Environmental Impact Report within ten working days of the completed staff review of the Preliminary Environmental Impact Report. 4. PAYMENT The CONTRACTOR will be paid a maximum of One Hundred Ninety-five Thousand Three Hundred Forty-six dollars ($195,346) for all work necessary to earn/ out the requirements of this agreement. Actual payment shall be based on the cost of the report based on the costs as set forth in Attachment 3 on file at the Planning Department. The CONTRACTOR shall be paid within 30 days, in response to invoice, based on the percentage of tasks completed according to Attachment 3 of the compensable services for the completion of the screen check draft Environmental Impact Report in accordance with Paragraph 1 above. The final ten (10) percent will be paid, not to exceed the maximum amount provided in its Rev. 11-5-09 (o agreement, within thirty (3) days after receipt of invoice, to be submitted after the certification of the Environmental Impact Report by the City Council. 5. LIMITS OF THE OBLIGATION The limits of the obligation of the CITY under this agreement is the sum of $195,346 which amount is estimated to be sufficient to compensate the CONTRACTOR for all services performed hereunder during the terms of this agreement. In the event at any time it appears to the CONTRACTOR that said sum may not be sufficient, he shall immediately so notify the Planning Director. He will not perform any work or incur any obligation beyond said sum of $195,346 without appropriate amendment to this agreement. 6. CHANGES IN WORK If, in the course of this contract, changes seem merited by the CONTRACTOR or the CITY and informal consultations indicate that a change in the conditions of the contract is warranted, the CONTRACTOR or the CITY may request a change in the contract. Such changes shall be processed by the CITY in the following manner. A letter outlining the required changes shall be forwarded to the CITY or CONTRACTOR to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. After reaching mutual agreement on the proposal, a supplemental agreement shall be prepared by the CITY and approved by the CITY according to the procedures described in Carlsbad Municipal Code Section 3.28.090. Such supplemental agreement shall not render ineffective or invalid unaffected portions of the agreement. Changes requiring immediate action by the CONTRACTOR or the CITY shall be ordered by the Planning Director who will inform a principal of the CONTRACTOR'S firm of the necessity of such action and follow up with a supplemental agreement covering such work. The lump sum amounts detailed in this agreement shall be adjusted for changes, either additive or deductive, in the scope of work, provided such changes are processed according to the procedures in this paragraph. 4 Rev. 11-5-09 7. COVENANTS AGAINST CONTINGENT FEES The CONTRACTOR warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this agreement, and that CONTRACTOR has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this agreement. For breach or violation of this warranty, the CITY shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee. 8. NONDISCRIMINATION CLAUSE The CONTRACTOR shall comply with the state and federal laws regarding nondiscrimination. 9. TERMINATION OF CONTRACT The CITY may terminate this agreement at any time by giving written notice to the CONTRACTOR of such termination and specifying the effective date thereof, at least fifteen days prior to the effective date of the termination. In the event of termination, all finished or unfinished documents and other materials prepared pursuant to this agreement shall become its property. Upon termination for reasons other than breach of this agreement CITY shall pay CONTRACTOR the reasonable value of the services completed to the date of notice of determination. 10. DISPUTES If a dispute should arise regarding the performance of work under this agreement, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a 5 Rev. 11-5-09 dispute among persons operating under the provisions of this contract, shall be reduced to writing by the principal of the CONTRACTOR or the CITY Planning Director. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The CITY Planning Director or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 11. CLAIMS AND LAWSUITS The CONTRACTOR agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. The CONTRACTOR acknowledges that if a false claim is submitted to the City, it may be considered fraud and the CONTRACTOR may be subject to criminal prosecution. The CONTRACTOR acknowledges that California Government Code Sections 12650 et seq.. the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City of Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. The CONTRACTOR acknowledges that the filing of a false claim may subject the CONTRACTOR to an administrative debarment proceeding wherein the CONTRACTOR may be prevented to act as a contractor on any public work or improvement for a period of up to five (5) years. The CONTRACTOR acknowledges debarment by another jurisdiction is grounds for the City of 6 Rev. 11-5-09 Carlsbad to disqualify the CONTRACTOR from the selection process. do (Initial) The provisions of Carlsbad Municipal Code Sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. \\\} (Initial) 12. STATUS OF THE CONTRACTOR The CONTRACTOR shall perform the services provided for herein in CONTRACTOR'S own way as an independent contractor and in pursuit of CONTRACTOR'S independent calling, and not as an employee of the CITY. CONTRACTOR shall be under control of the CITY only as to the result to be accomplished, but shall consult with the CITY as provided for in the request for proposal. The persons used by the CONTRACTOR to provide services under this agreement shall not be considered employees of the CITY for any purposes whatsoever. The CONTRACTOR is an independent contractor of the CITY. The payment made to the CONTRACTOR pursuant to the contract shall be the full and complete compensation to which the CONTRACTOR is entitled. The CITY shall not make any federal or state tax withholdings on behalf of the CONTRACTOR or his/her employees or subcontractors. The CITY shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the CONTRACTOR or his/her employees or subcontractors, on behalf of the CONTRACTOR. The CONTRACTOR agrees to indemnify the CITY for any tax, retirement contribution, social security, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of the CONTRACTOR or any employee of the CONTRACTOR for work done under this agreement. The CONTRACTOR shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and CONTRACTORS that are included in this agreement. 13. OWNERSHIP OF DOCUMENTS All documents and materials prepared pursuant to this agreement are the property of the 7 Rev. 11-5-09 CITY. The CITY shall have the unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, or other materials prepared under this agreement. 14. REPRODUCTION RIGHTS The CONTRACTOR agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in CITY and hereby agrees to relinquish all claims to such copyrights in favor of CITY. 15. RELEASE OF INFORMATION BY CONTRACTOR Any reports, information or other data, prepared or assembled by the CONTRACTOR under this agreement shall not be made available to any individual or organization by the CONTRACTOR without prior written approval of the CITY. 16. HOLD HARMLESS AGREEMENT CONTRACTOR agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad. CONTRACTOR shall at its own expense, upon written request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. CONTRACTOR'S indemnification of City shall not be limited by any prior or subsequent declaration by the CONTRACTOR. 17. ASSIGNMENT OF CONTRACT CONTRACTOR shall not assign this contract or any part hereof or any monies due or to become due thereunder without prior written consent of the CITY. 8 Rev. 11-5-09 18. SUBCONTRACTING If the CONTRACTOR shall subcontract any of the work to be performed under this contract by CONTRACTOR, the CONTRACTOR shall be fully responsible to the CITY for the acts and omissions of its subcontractor and of the persons either directly or indirectly employed by its subcontractor, as it is for the acts and omissions of persons directly employed by it. Nothing contained in this contract shall create any employee or contractual relationship between any subcontractor of CONTRACTOR and the CITY. The CONTRACTOR shall bind every subcontractor and every subcontractor of the subcontractor by their terms of this contract applicable to its work unless specifically noted to the contrary in the subcontract in question approved in writing by the CITY. 19. PROHIBITED INTEREST No official of the CITY who is authorized in such capacity on behalf of the CITY to negotiate, make, accept or approve, or to take part in negotiating, making, accepting or approving any architectural, engineering, inspection, construction, or material supply contract or subcontract in connection with the construction of the project, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer, employee, architect, attorney, engineer or inspector of or for the CITY who is authorized in such capacity and on behalf of the CITY to exercise any executive, supervisory or other similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part hereof. 20. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent or employee or the CITY, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained, nor shall such verbal agreement or conversation entitle the CONTRACTOR to any additional payment whatsoever under the terms of this contract. 9 Rev. 11-5-09 21. SUCCESSOR OR ASSIGNS Subject to the provision of Paragraph 10, "Hold Harmless Agreement", all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 22. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. 23. CONFLICT OF INTEREST The CONTRACTOR shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The CONTRACTOR shall report investments or interests in all four categories. 24. INSURANCE The CONTRACTOR shall obtain and maintain for the duration of the contract and any and all amendments insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the work hereunder by the CONTRACTOR, its agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". A. Coverages and Limits. CONTRACTOR shall maintain the types of coverages and minimum limits indicated herein, unless a lower amount is approved by the City Attorney or City Manager: 1. Comprehensive General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits shall apply separately to 10 Rev. 11-5-09 the work under this contract or the general aggregate shall be twice the required per occurrence limit. 2. Automobile Liability (if the use of an automobile is involved for CONTRACTOR'S work for the City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident for bodily injury. B. Additional Provisions. CONTRACTOR shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. 1. The City shall be named as an additional insured on all policies excluding Workers' Compensation. 2. The CONTRACTOR shall furnish certificates of insurance to the City before commencement of work. 3. The CONTRACTOR shall obtain occurrence coverage. 4. This insurance shall be in force during the life of the agreement and any extension thereof and shall not be canceled without 30 days prior written notice to the City sent by certified mail. 5. If the CONTRACTOR fails to maintain any of the insurance coverages required herein, then the City will have the option to declare the CONTRACTOR in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The CONTRACTOR is responsible for any payments made by the City to obtain or maintain such insurance and the City may collect the same from the CONTRACTOR or deduct the amount paid from any sums due the CONTRACTOR under this agreement. 11 Rev. 11-5-09 25. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of the City and on behalf of the CONTRACTOR in connection with the foregoing are as follows: For City: Title: Associate Planner Name: Jason Goff Address: 1635 Faraday Avenue Carlsbad. CA 92008 For Contractor: Title: Chief Executive Officer Name: Michael Schwerin Address: 7578 El Cajon Boulevard. Ste. 200 La Mesa. CA 91942 Architect/License Number: N/A Architect/License Number: N/A 26. BUSINESS LICENSE CONTRACTOR shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. 27. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may be amended, modified, waived or discharges except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. 12 Rev. 11-5-09 j Executed by CONTRACTOR this Third day of December 20 09. CONTRACTOR: HELIX Environmental Planning, Inc. (Name of Contractor) CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) Michael Schwerin, CEO/President (printjiame/titje) By:( Cit/ Manager < ATTEST: (sign here) Tamara Ching, Vice President (print name/title) (Proper notarial acknowledgment of execution by CONTRACTOR must be attache'ft)?.""^ (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument). APPROVED AS TO FORM: RONALD R. BALL, City Attorney /^/, By: 13 Rev. 11-5-09 STATE OF CALIFORNIA COUNTY OF SAN DIEGO On before me,L -Notary Public, S - CK<, who proved to mepersonally appeared on the basis of satisfactory evidence to be the person(x) whose namefc) is/ace, subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity^&s), and that by his/her/their signature^ on the instrument the person^, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Rev. 12/17/2007 STATE OF CALIFORNIA COUNTY OF SAN DIEGO On Decew\ip£r 3,£OOC1 before me, personally appeared M'ir^Ci£.( .Sd L QUzA^- Notary Public, , who proved to me on the basis of satisfactory evidence to be the personfs) whose name(k)(H)(are subscribed to the within instrument and acknowledged to me that he/sbejlhey executed the same in his/fifer/the^r authorized capacity(tes.), and that by his/Ketj'tnejr signaturefs) on the instrument the person^, or the entity upon behalf of which the person^s^acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ^9rS:C)Qjf /,-». ' V^ Jf\. i i \T / \(Signature o KRISTIN L. OLSZAK f Commission * 1736442 K Notary Public - California | San Diego County ' My Comm. Expires Apf 17.2011 I Rev. 12/17/2007 ACTION SY BOARD OF DIRECTORS OF HELIX ENVIRONMENTAL PLANNING INC. A California Corporation By Unanimous Written Consent Without a Meeting The undersigned, constituting all of the members of the Board of Directors of Helix Environmental Planning, Inc (HELIX), hereby take the following action by unanimous written consent without a meeting effective July 03. 2008. WHEREAS, there has been presented to the Board of Directors of HELIX a new schedule for signing authority by certain individuals and the monetary limits for check signing the terms aid provisions of which are incorporated herein by this reference as it set fofth at length NOW, THEREFORE, BE IT RESOLVED, that the new signing authority is as follows -Michael Schwerin, CEO. has authority to sign any documents or check on behalf of HELIX -Tom Huffman, COO, has authority to sign any document or check on behalf of HELIX -Kristin Olszak, CFO, has authority to sign all check, leases, and financial documents ''or HELIX -Lisa Capper, Vice President, has authority to sign any project-related contract for HELIX -Greg Mason, Vice President, has authority to sign any project-related contracts for HELIX -Tammy Ching, Vice President, has authority to sign any project-related contracts for HELIX No further resolutions are adopted. DATED AS OF JULY 3. 2008 DAVID W (1 AYi'mm Director THOMAS lUITM/yDirector STAN SE WITCH. Director . Director ACTION BY BOARD OF DIRECTORS OF HELIX ENVIRONMENTAL PLANNING INC. A California Corporation By Unanimous Written Consent Without a Meeting The undersigned, constituting ail of the members of the Board of Directors of Helix Environmental Planning, Inc (HELIX), hereby take She following action by unanimous written consent without a meeting effective July 03, 2008, WHEREAS, there has been presented to the Board of Directors of HELIX a new schedule for signing authority by certain individuals and the monetary limits for check signing the terms ind provisions of which are incorporated herein by this reference as it set forth at length NOW, THEREFORE, BE IT RESOLVED, that the new signing authority is as follows -Michael Schwerin, CEO, has authority to sign any documents or check on behalf of HELIX -Tom Huffman, COO. has authority to sign any document or check on behalf of HELIX -Kristin Olszak, CFO, has authority to sign all check, leases, and financial documents tor HELIX -Lisa Capper. Vice President, has authority to sign any project-related contract for HELIX -Greg Mason, Vice President, has authority to sign any project-related contracts for HELIX -Tammy Ching, Vice President, has authority to sign any project-related contracts for HELIX No further resolutions are adopted. DA I CD AS OF JULY 3, 3008 KI THOMAS JH.'I-T'MAN. Director STAN SCWITCH. Director H. Director ACTION BY BOARD OF DIRECTORS OF HELIX ENVIRONMENTAL PLANNING, INC, A California Corporation By Unanimous Written Consent Without a Meeting The undersigned, constituting all of the members of the Board of Directors of Helix Environmental Planning, Inc (HELIX), hereby take the following action by unanimous written consent without a meeting effective July 03. 2008. WHiREAS. there has been presented to the Board of Directors of HELIX a new scfteclule for signing authority by certain individuals and the monetary limits for check signing ihe terms ar*d provisions of which are incorporated herein by this reference as it set forth at length NOW, THEREFORE, BE IT RESOLVED, that the new signing authority is as follows -Michael Schwerin, CEO, has authonty to sign any documents or check on behalf of HELIX -Tom Huffman, COO. has authority to sign any document or check on behalf of HELIX -Kristin Ofszak, CFO, has authority to sign all check, leases, and financial documents for HELIX -Lisa Capper, Vice President, has authority to sign any project-related contract for HELIX -Greg Mason, Vice President, has authority to sign any project-related contracts for HELIX -Tammy Ching. Vice President, has authority to sign any project-related contracts for HELIX No further resolutions are adopted. DATED AS OF JULY 3, 200S DA WMV Tf/\ YY;(>MB. Director THOMAS HUFFMAN. Director STAN SEWITCR Director RANDI COOPKRSMITH. Director THIS DOCUMENT HAS A TRUE DEFENSA™ WATERMARK AND VISIBLE FIBERS DISCERNIBLE FROM BOTH SIDES HvJOT TRANSFERABLE BUS. NUMBER 1222244 DATE ISSUED 4/7/2009 SIC CODE 8999 OWNER FIRM OR CORPORATION NAME BUSINESS NAME MAILING ADDRESS CITY AND STATE CITY OF CARLSBAD BUSINESS REGISTRATION CERTIFICATE POST IN CONSPICUOUS PLACE The person, firm of corporation named Mow a granted this business certificate pursuant to the provisions of Ins City Business Ljcense Ordinances to engage in. carry on or conduct the business, trade, calling, profession, exhibition Of occupation described below. Issuance of the certificate is not an endorsement, nor certification of compliance with other ordinances or laws. This license is issued without verification that the licensee is subject to or exempt from licensing by the State of California. BUSINESS LOCATION 7578 EL CAJON BLVD STE 200 SIC DESCRIPTION Services, Not Elsewhere Classified HELIX ENVIRONMENTAL PLANNING, INC. HELIX ENVIRONMENTAL PLANNING, INC. 7578 EL CAJON BLVD STE 200 LA MESA, CA 91941-4646 EXPIRATION DATE 4/30/2010 THIS DOCUMENT IS ALTERATION PROTECTED AND REFLECTS FLUORESCENT FIBERS UNDER UV LIGHT ATTACHMENT 1 NOT TO SCALE SITEMAP Plaza Camino Real Revitalization EIR 09-02 / SP 09-01 / SDP 09-04 / SUP 09-07 Detailed Work Program — Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. ATTACHMENT 2 DETAILED WORK PROGRAM/TECHNICAL APPROACH HELIX will assume primary responsibility for preparation of the EIR for the proposed project. The major tasks associated with this work include preparation of the Draft and Final EIR. Secondary tasks include preparation of the following documents: (1) Technical reports related to air quality/climate change, biology, cultural resources, geology/soils/mineral resources, hazards/hazardous materials, hydrology/water quality, and noise, (2) a Mitigation Monitoring and Reporting Program, (3) Findings and Statement of Overriding Considerations. In preparing the EIR, HELIX will conduct analyses that are commensurate with the level of detailed information available on the proposed project. In evaluating impacts for the project, HELIX will utilize information in the Specific Plan and other submittals, in consultation with the City, to avoid over-estimating project impacts and mitigation requirements. Mitigation measures associated with the project will be defined to a level sufficient to demonstrate their ability to reduce impacts and will include performance standards to guide subsequent on-site development projects. The EIR will distinguish between plan-wide mitigation measures and those which should be implemented by the specific development project. The timing and responsibility for implementation of the mitigation measures will be clearly defined. Throughout the process, HELIX will emphasize constant communication with the City and its planning team to ensure that information is exchanged quickly and accurately. HELIX will work hand in hand with City staff throughout the CEQA process, including: (1) refining the scope of the EIR; (2) comprehensively identifying the large scale impacts of plan implementation to minimize future CEQA compliance requirements (e.g., providing air quality and growth inducement conclusions that can be relied upon in future CEQA reviews); (3) identifying effective, feasible mitigation measures that can be applied to future specific development projects within the Specific Plan; (4) responding to public comments; and (5) attending public meetings, workshops, and hearings. HELIX intends to implement the following "three-step" QA/QC process prior to submitting documents to the City for review. The fundamental objective of the QA/QC process is to not only ensure that the work is accurate, but that it also meets the specific needs of the City. This three-step process will allow City staff to focus on the content of the document in their review rather than spend time correcting typos and format/content inconsistencies. Avoiding this type of technical editing will be essential to meeting the City's goal of completing its review of documents within two weeks of receipt. Step 1: HELIX will prepare the EIR Project Description and Table of Contents in consultation with City staff and Westfield and will meet with the project team at HELIX to convey the project approach to promote accuracy and consistency within the document. Ms. Baranek will review the each section of the document as it is completed. The focus of her review will be to assure that the analysis and conclusions: • Are based on solid supporting evidence; • Utilize quantitative significance thresholds, wherever possible; • Address all aspects of the proposed project; • Reach clear significance conclusions; and Attachment 2 Page 1 12/3/2009 Detailed Work Program - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. • Identify mitigation measures that describe what needs to be done, when it needs to be done and who is responsible. She will also generally review the document for accuracy, consistency, and proper spelling and grammar. Step 2: Once the full document has been assembled, Mr. Mclntyre will conduct a comprehensive review to re-confirm the factors included in Ms. Baranek's review. To provide her the background on the project and issues to thoughtfully review the documents, Mr. Mclntyre will be involved early and throughout document preparation. He will be copied on all major correspondence related to the scope and key significance conclusions to keep him "in the loop." Step 3: HELIX's Document Production Manager, who has a journalism background, will conduct a final technical edit of the document before releasing it to the City or general public to assure that the format is consistent and that the document is grammatically correct. In addition to reviewing documents prepared by HELIX, technical reports prepared by the subconsultant team will be reviewed by Ms. Baranek, as well as the HELIX environmental planner responsible for preparing the corresponding section of the EIR. Our specific approach to each of the tasks associated with preparing the EIR follows. Task 1. Specific Plan and Technical Study Review HELIX will review the Specific Plan and Tentative Tract Map prepared by Westfield Corporaton's planning and engineering consultant and the various technical studies (i.e., traffic and parking) prepared by other contractors prior to preparing the EIR. This review is intended to accomplish several goals. First, it will provide HELIX with a comprehensive understanding of the proposed Specific Plan. This comprehensive understanding will assure that the analysis in the EIR addresses all aspects of the proposed plan. Second, the review will allow HELIX to provide input to the City and its planning team during EIR preparation, regarding any potential environmental impacts that could result from implementation of the proposed Specific Plan. The goal of this input will be to allow the project to be modified to reduce or eliminate potential impacts. When modification is not feasible, this input could be used to develop goals and policies, which could be imposed on subsequent development to reduce the potential environmental impacts. Task 2. Draft EIR This task will include preparation of the Draft EIR, as well as the required technical studies to support the analysis contained in the EIR. Task 2.1 Technical Studies Based on the RFP, the following technical studies would be prepared by HELIX to support the EIR analysis. Based on an e-mail from the City received on November 16, 2009, it is assumed that Westfield will provide a Geotechnical and Geologic Survey, Drainage Report, Storm Water Management Plan, and Visual Simulations and that HELIX will provide third-party review of those technical studies as part of the EIR preparation under Task 2.2. Any report revisions required from the peer review process will be the responsibility of Westfield's consultants to implement. Attachment 2 Page 2 12/3/2009 Detailed Work Program - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. Air Quality/Greenhouse Gas Emissions The Air Quality Site Assessment will be prepared by SRA and address the potential for air quality and climate change impacts related to short-term construction activities and long-term operations of the expanded shopping center, including stationary and mobile sources. The results of the analysis will be summarized in a technical report for inclusion in the EIR. Construction emissions estimates will be based on standard assumptions regarding construction, and will identify a reasonable "worst case" scenario, including demolition of existing structures/facilities, construction equipment, and architectural coatings emissions. Mitigation measures will be identified, as appropriate. Operational impacts will include emissions from traffic, energy use, landscaping, and other area sources that may be associated with land uses in the area. The evaluation will assess potential criteria pollutant emissions, including emissions of ozone precursors 1 (NOx and VOCs), CO, PM10, PM, 5, and SOx. In addition to the analysis of criteria pollutants, a discussion of greenhouse gas emissions associated with the new construction and redevelopment of the shopping center will be prepared. SRA will conduct a screening evaluation of the potential for impacts associated with global climate change in accordance with current OPR guidelines. The discussion will include quantification of greenhouse gas emissions associated with project development and will take into account sustainable goals and policies included in the proposed Specific Plan, including the use of water conservation and energy efficient fixtures and availability of transit. The analysis will also provide guidance to the City on strategies to meet the goals of Assembly Bill (AB) 32, including recommended requirements for future development. Further, the analysis will address potential consistency with existing Climate Action Plans as recommended by OPR. Biological Resources HELIX will review existing biological resource information and conduct a brief reconnaissance of the Specific Plan area to identify and evaluate the importance of biological resources, including Buena Vista Creek. Because the development sites are paved and developed, there will be no need to map vegetation or species. Potential indirect impacts to Buena Vista Creek will be addressed and appropriate mitigation measures and Specific Plan design guidelines will be recommended, if appropriate. The results of the analysis will be in a Biological Resources letter report for summarization in the EIR. Cultural Resources For the cultural resources analysis supporting the EIR, ASM will conduct a cultural resources study of the Plaza Camino Real Revitalization Project for the EIR to be prepared for the City of Carlsbad. Their study will include a records search of the project property at the South Coastal Information Center and a search of the Sacred Lands File with the California Native American Heritage Commission (NAHC). As they understand it, the entire property is developed. If this is indeed the case, a meaningful study of the project may not be possible until pavement and structures are removed from the project site. Attachment 2 Page 3 12/3/2009 Detailed Work Program - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. Once the results of the records search have been received, ASM will conduct a limited survey of the property to identify any undeveloped areas that have the potential to retain intact, significant archaeological or historical deposits or resources. If any are identified, recommendations will be made for treatment of these resources prior to construction activity. If it is determined that the ground surface is entirely obscured by development, ASM will recommend archaeological monitoring during construction to ensure that previously undocumented significant subsurface resources are identified and appropriately treated or preserved. If it is determined during fieldwork that archaeological or historical resources are present that will require evaluation or treatment, ASM will provide a proposal to complete those services. ASM will also conduct informal Native American consultation with tribal representatives identified by the NAHC as having specialized knowledge regarding Traditional Cultural Properties or Native American heritage resources that may be impacted by the proposed revitalization. Consultation will involve sending written correspondence to tribal entities listed by the NAHC and following up this correspondence with telephone calls to those entities. The results of consultation will be summarized in the final project report. Hazards and Hazardous Materials Geocon will perform a site reconnaissance and preliminary research to evaluate the potential for existing conditions to create impacts associated with site development due to the presence of hazardous materials/wastes on or within the project's vicinity. The guidelines used for the definition of hazardous materials/wastes are referenced in the California Code of Regulations (CCR), Title 22, Division 4.5. The Phase I Environmental Site Assessment (ESA) will be conducted in general accordance with the American Society for Testing and Materials (ASTM) Standard Practice E 1527-05. The Phase I ESA also will be conducted in general accordance with the requirements of 40 Code of Federal Regulations (CFR) Part 312 titled Standards and Practices for .All Appropriate Inquiries, as required under Sections 101(35)(B)(ii) and (iii) of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). To complete the Phase I ESA, Geocon will perform the following tasks: 1) Perform a visual survey of the properties adjacent to the Specific Plan area and from public thoroughfares to observe general types of existing land use surrounding the site. Perform a visual reconnaissance of the site for indicators of hazardous materials, hazardous wastes, or soil and/or groundwater impacts. 2) Review and interpret U. S. Geological Survey (USGS) topographic maps to obtain information relative to the topography and physical setting of the site, previous development and uses of the site and properties within approximately 1/4-mile. 3) Review pertinent and reasonably obtainable information sources to evaluate physiographic, geologic, and hydrogeologic conditions in the vicinity of the site. Review publicly-available historical sources of information pertaining to the site and nearby properties. Such sources of information may include the following: aerial photographs, building permits, historical city directories, topographic maps, and Sanborn fire insurance maps. Attachment 2 Page 4 12/3/2009 Detailed Work Program - Plaza Camino Real Revkalization Project EIR HELIX Environmental Planning, Inc. 4) Conduct interviews by telephone or in writing with representatives of the current owner(s) and occupant(s) of the site to evaluate if present or past occupants have used, generated, stored, or disposed of hazardous materials/wastes onsite. 5) Review documents provided by the property owner(s). Potentially useful documents may include previously prepared geotechnical, geologic, and environmental reports; site plans; plot plans; tenant lists; and correspondence with regulatory agencies. 6) If requested, review recorded land title records for the site in accordance with the requirements identified in 40 CFR Part 312. 7) Conduct a search of federal, state, and local databases to obtain information regarding the potential presence of hazardous materials/wastes on the site or on properties located within the approximate distances specified by ASTM Standard Practice E 1527-05 and 40 CFR Part 312. The records searched will include registries or publicly available lists of recorded engineering and institutional controls, and recorded land use restrictions that may impact the Site. 8) Contact local public agencies by telephone or in writing to acquire readily obtainable information regarding underground storage tank permits, agriculturally-related permits and violations, air emission permits and violations, source of water and method of sewage disposal, location and depth of nearest drinking water wells, and electrical transformers. The information will be obtained for the Site only. The agencies contacted may include, but will not necessarily be limited to, the local fire department, air pollution control agency, agriculture department, water and sewer agencies, and gas and/or electric utility companies. 9) Review reasonably obtainable regulatory agency files for the site, if available, and/or properties in the vicinity whose environmental conditions might potentially impact the site. These properties will be identified based on Geocon's review of the above-referenced databases and their visual reconnaissance activities. We will review regulatory agency files for up to four (4) properties of potential environmental concern located in/near the boundaries of the Site. If we determine that additional file review activities are warranted, the City will be contacted for authorization prior to performing the additional activities. 10) Prepare a report summarizing the findings of the Phase I ESA. The report will qualitatively describe the potential for environmental impairment at the Site. If necessary, the report will also provide recommendations for additional environmental services (e.g., a Phase II ESA), based on the findings of the Phase I ESA. The report will identify any "data gaps" (i.e., lack of or inability to obtain information required by ASTM Standard Practice E 1527-05 and 40 CFR Part 312). If the data gaps influence our ability to render an opinion regarding the environmental condition of the Site, the report will comment on the significance of the data gap(s). Attachment 2 Page 5 12/3/2009 Detailed Work Program - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. Noise To address construction and operational noise impacts of the revitalization project, HELIX will conduct field inspections of the Specific Plan area, document and photograph surrounding developments and land features, and measure the existing traffic sound levels at locations in potentially affected noise sensitive areas. While in the field, the locations for facility HVAC and refrigeration equipment, if applicable, will be determined and 1/3 octave noise measurements will be taken. The traffic report will also be reviewed to extract traffic data for use in the traffic noise model. HELIX will evaluate and analyze grading and temporary construction noise impacts associated with the proposed project. Calculations will be performed to determine expected noise levels at nearby sensitive receptors, due to construction activity. If it is determined there is the potential for temporary construction noise impacts, then HELIX would conduct a temporary sound attenuation barrier analysis and/or other potential mitigation analysis to reduce combined noise impacts to neighboring properties to meet acceptable code levels. To address operational traffic noise, HELIX will develop and calibrate the Traffic Noise Model (TNM version 2.5) with the topographic data from the contractor supplied freeway/ interchange CAD model of the existing area and terrain using the measured sound level data and actual traffic counts. The future roadways and traffic volumes as provided in the Traffic Report to develop current and future traffic noise contours and evaluate exterior traffic noise levels created by El Camino Real, Marron Road, and the project parking lots. The operational noise analysis will also address planned HVAC and refrigeration equipment within 500-feet of sensitive property lines. A Noise Impact Study will be prepared presenting the results of the noise impact evaluation and analysis. The report will be prepared in accordance with the City of Carlsbad Noise Guidelines Manual and Zoning Ordinance and include: a) predicted project noise levels and potential impacts; and; b) applicable noise limits; c) mitigation feasibility to control noise to acceptable levels to comply with requirements for the maximum allowable noise exposure to commercial land uses; d) mitigation feasibility (if necessary) to control noise from roadways, HVAC systems, refrigeration systems, and parking areas to less than significant impacts. The report will be summarized in the EIR Task 2.2 Draft EIR The Draft EIR will be prepared in collaboration with City staff and will include the following major sections. Executive Summary The Executive Summary will provide an overview of the essential elements of the EIR. For easy reference, the impacts and corresponding mitigation measures will be summarized in tabular form for each of the projects, including a clear statement as to whether the impacts can be reduced to below a level of significance. Alternatives considered in the EIR will be summarized and compared with the proposed project. Attachment 2 Page 6 12/3/2009 s Detailed Work Program - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. Introduction The Introduction will introduce the proposed project with a brief description of the purpose of the EIR and description of the environmental process. It will briefly discuss the background history of the proposed project, as well as the intended uses of the EIR for subsequent approvals and/or environmental documents, including the parameters for future use of the EIR. Lastly, it will describe the scope and content of the EIR. Environmental Setting The Environmental Setting will identify the regional location of the proposed projects, provide a general overview of the area, and describe the existing physical features of the Specific Plan area. Existing land use designations, zoning, and development will be identified. Project Description The Project Description will summarize the key elements of the proposed Specific Plan and limited expansion project through text and graphics. To the extent possible, the Project Description will provide a detailed discussion of the changes that will occur, including a tabular comparison of the differences between the existing center and proposed project. Other tables and figures showing project data will be used to reduce the length of written descriptions. Specifically, proposed zoning and land use designations, design requirements, transportation and other infrastructure requirements, and economic characteristics of the project will be included. Lastly, the Project Description will include a list of the discretionary actions/approvals associated with implementing the proposed project, and identify the agencies with the responsibility for approving those actions. We would expect that Carlsbad would be the primary decision-making body on the proposed project. Environmental Analysis The Environmental Analysis will be the heart of the EIR. Each issue area will be addressed separately and will include the following subsections: Existing Conditions, Thresholds of Significance, Impacts, Level of Significance Prior to Mitigation, Mitigation Measures, and Level of Significance After Mitigation. Based on the issues identified in the RFP, the environmental analysis is described below will be presented in the EIR. Aesthetics. This section will include a general description of the built and natural visual resources within the plan area. The impact analysis will be based on one or more visual concepts described in the Development Standards and Design Criteria of the Specific Plan. Although it is anticipated that the proposed project will have an overall positive impact on the aesthetics along the El Camino Real corridor, HELIX will discuss any potential negative effects that could occur, such as excessive massing or light and glare. Potential changes in building height and massing will be addressed, based on any changes in allowable building heights and development intensities pursuant to the proposed project. Visual simulations provided by the project applicant will be used to illustrate the massing of the proposed structures. HELIX's Landscape Architecture Group will conduct a peer review of the visual simulations for the City of Carlsbad to verify they are an accurate portrayal of the project features. Potential effects on sensitive views, such as views of from the northern gateway of the City, will be evaluated. Appropriate measures from the Specific Plan and other recommendations that would Attachment 2 Page 7 12/3/2009 Detailed Work Program - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. reduce or eliminate potential significant impacts of future development will be identified. Conformance with the General Plan and Zoning Ordinance will be discussed, including the need for a Scenic Corridor Special Use Permit. Air Quality. This section will be based on the Air Quality Site Assessment prepared by SRA, which is described above in Section 4.1. Biology. This section will be based on the Biological Resources letter report prepared by HELIX, which is described above in Section 4.1. It is likely that the issue of Biology will be discussed in the Effects Found Not to be Significant section of the EIR due to low potential for significant impacts caused by the developed nature of the project site and the distance between new construction and Buena Vista Creek. Cultural and Paleontological Resources. This section will be based on the Cultural Resources Study prepared by ASM, which is described above in Section 4.1. It is likely that the issue of Cultural Resources will be discussed in the Effects Found Not to be Significant section of the EIR due to low potential for significant impacts caused by the developed nature of the project site and the limited amount of grading likely resulting during project implementation. For the paleontological resources discussion, HELIX will rely on geologic formation information contained in the Geologic Reconnaissance Report and project grading plan to determine if there is a potential to impact fossil resources. Since the majority of the site is underlain with alluvium, the potential for significant paleontological resources is fairly low. If it is determined that any of the future construction sites are underlain by formational materials, HELIX will disclose the resource sensitivity of the formation and recommend construction monitoring, if appropriate. Geology and Soils. This section will be based on the Geotechnical and Geologic Survey prepared by Westfield's consultant and provided to HELIX for peer review. It is assumed that the survey will address all applicable topics, including the potential for liquefaction during a seismic event and compression during settlement. It is likely that the issue of Geology and Soils will be discussed in the Effects Found Not to be Significant section of the EIR due to low potential for significant impacts caused by the developed nature of the project site and the limited amount of grading likely resulting during project implementation. Greenhouse Gas Emissions. This section will be based on the Global Climate Change analysis contained in the Air Quality Site Assessment prepared by SRA, which is described above in Section 4.1. Hazards and Hazardous Materials. This section will be based on the Phase 1 ESA prepared by Geocon, which is described above in Section 4.1. The fire hazards discussion will make note of the fact that the Specific Plan area is developed and surrounded by urban uses that are not high fire hazard areas and discuss the potential for wildfire hazards as a result of the proposed project. It is likely that the issue of Hazards and Hazardous Materials will be discussed in the Effects Found Not to be Significant section of the EIR due to low potential for significant impacts caused by the developed nature of the project site and the limited amount of grading required during project implementation. Hydrology and Water Quality. This section will be based on the Drainage Study and Water Quality Report prepared by Westfield's consultant and HELIX will provide a peer review of the report. It is assumed the Drainage Study will address pre- and post-development drainage patterns, storm flow Attachment 2 Page 8 12/3/2009 Detailed Work Program - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. volumes and velocities, on- and off-site drainage system capacities, flood hazards, and project design and/or mitigation measures to address identified potential concerns from the proposed development. It is assumed the Water Quality Report will address type, location and preliminary design characteristics for applicable site design/low impact development (LID), source control, priority project, and/or treatment control best management practices (BMPs) to ensure conformance with applicable regulatory requirements and avoid/reduce pollutant discharge to the maximum extent practicable (MEP). Land Use and Planning. This section will evaluate the relationship of the proposed project to the various local, state and federal plans, ordinances or policies that apply to the project area, as well as the potential for the planned land uses to conflict with existing development. The existing land uses will be described, including the existing land use patterns in and around the Specific Plan area. Local plans, ordinances and regulations that govern land use within the area will be summarized, including the City General Plan; Zoning Ordinance; Precise Plan (PP 24), Habitat Management Plan (if applicable); McClellan-Palomar Airport Land Use Compatibility Plan (if applicable), and other policies. The existing conditions discussion will also disclose any inconsistencies between existing structures and current plans, policies and development regulations applicable in the project area. In evaluating land use policy impacts, the analysis will focus on the relationship of the proposed project to the plans, ordinances, and policies that are related to environmental resources. In addition, this section will discuss the relationship of the proposed project to the current General Plan goals and policies. If potential inconsistencies with adopted plans are identified that would create environmental impacts, the Land Use and Planning section of the EIR will describe whether these potential impacts would potentially lead to physical effects. Mineral Resources. This section will be based in part of the Geotechnical and Geologic Survey provided by Westfield and on research on the potential for important mineral resources on site. It is likely that this discussion will be placed in the Effects Found Not to be Significant section of the EIR due to the developed nature of the site and the fact that the shopping center is not planned to be converted to an extraction operation. Noise. This section will be based on a Noise Impact Study prepared by HELIX, which is described above in Section 4.1. Attachment 2 Page 9 12/3/2009 Detailed Work Program - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. Population and Housing, This section will discuss any potential impacts on population and housing that may occur from implementation of the proposed project. This section will also discuss any potential employment growth from project implementation and the associated influences on population. It is likely that this discussion will be placed in the Effects Found Not to be Significant section of the EIR since the project is proposed on a shopping center site and would result in no changes to population levels or housing stock in the City. Public Services. HELIX will obtain required information from the agencies responsible for providing the following services to the Specific Plan area: fire protection, police protection, schools, parks and other public services. Contact with those service providers will be via phone calls and/or e-mails. Based on the available information, HELIX will describe: (1) current facilities and staffing, (2) future plans for facilities and staff, and (3) potential effects upon public services from future development pursuant to the proposed Specific Plan. The focus of the analysis will be on the projects' consistency with growth management performance standards, its effect on the Zone 1 Local Facilities Management Plan and whether or not there is a potential for adverse impacts of expanded facilities, which may be necessary to serve future development within the plan area. Since no new residents would be triggered by this commercial development, it is likely that any increased demand for public services will be minimal and this issue could be summarized in the Effects Found Not to be Significant section of the EIR. Recreation. This section will be based on information provided by the City on the existing recreational facilities within the City and the project area. The section will discuss existing recreation facilities, and whether implementation of the proposed project could adversely impact the ability of the City to provide adequate levels of recreation. The analysis will evaluate the potential for adverse impacts on recreation to result in new construction that would have a physical impact on the environment. Since no new residents would be triggered by this commercial development, it is likely demand for recreation facilities will be minimal and this issue could be summarized in the Effects Found Not to be Significant section of the EIR. Transportation/Traffic. This section will be based on a Traffic Impact Study prepared by Westfield's traffic consultant, as peer-reviewed under separate contract. It is assumed that the report will describe existing conditions and address project impacts to roadway segments and intersections in the project vicinity and parking supply on site. This information will be summarized in the EIR. Utilities and Service Systems. This section will be based on information related to the following utilities: wastewater treatment at the Encina Wastewater Control Facility, water facilities for the Carlsbad Municipal Water District, storm drain facilities and solid waste facilities. The section will discuss existing public utilities, and whether implementation of the proposed project would adversely impact the ability of the respective utility providers to meet anticipated demand. HELIX will also work with the City to address the long-term water supply issues associated with implementation of the Specific Plan and subsequent development relative to SB 610/221. It is assumed that the proposed project will not require a Water Supply Assessment or Verification Study because the net increase in water demand triggered by the new commercial development would not trigger the SB 610/221 thresholds (i.e., equivalent to 500 new dwelling units). Attachment 2 Page 10 12/3/2009 Detailed Work Program - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. Other Required Considerations Cumulative Impacts. The EIR will discuss how implementation of the proposed project could result in significant environmental changes that are individually limited, but cumulatively considerable. HELIX will contact surrounding cities and the County of San Diego to identify major pending or planned land developments, which may combine with future development within the Specific Plan area to create cumulatively considerable impacts. Cumulative impacts will be discussed for all issues addressed in the Environmental Analysis section of the EIR. It is anticipated that the following areas would have the greatest potential for significant cumulative impacts and will require the most extensive analysis: air quality (including GHG emissions), traffic, and public services/utilities. Project policies, regional plans, regulations and any recommended design measures that would reduce cumulative impacts will be presented. Significant unmitigated impacts, if any, will be determined in consultation with the City, with the goal of addressing and clearing these impacts at the program level so that specific future development within the Specific Plan area would not require these issues to be addressed in separate future EIRs and Statements of Overriding Considerations for these issues. Growth Inducement. This section of the EIR shall summarize the project's consistency with the Citys' Growth Management policies, in particular the Zone 1 Local Facilities Management Plan. This section will discuss ways in which the proposed project could encourage economic or population growth, or construction of additional housing, either directly or indirectly. Potential effects of the proposed project on growth in surrounding areas will also be evaluated. Effects Found Not To Be Significant. The EIR will discuss issues for which no significant impacts are anticipated, such as mineral resources and other topics noted above. The justification for these findings will be summarized in the EIR. Project Alternatives. It is anticipated that up to two project alternatives will be developed in cooperation with the City and its planning team to form the basis of the alternatives analysis for the project. A qualitative discussion of the impacts of these alternatives, when compared with those of the proposed project would be included in this section. The No Project alternative will be addressed as well. Based on the RFP, it is anticipated that the Alternative Sites and Reduced Project Alternatives will be discussed. As appropriate, alternatives considered but rejected will be discussed to fully inform the public and decision makers of the process that went into development of the proposed plan, and the reasons that certain alternatives that may have been preferred by others were not carried forward. Production and Circulation of the Draft EIR It is expected that two screenchecks of the Draft EIR will be completed. It is assumed that five copies of the two screenchecks will be provided, and up to 50 hard/electronic copies of the Public Review Draft EIR and its appendices will be provided to the City (as specified in the RFP). The final submittal of the Draft EIR shall also include an Adobe PDF of the EIR on CD-ROM (with chapters broken down). One copy of the Technical Appendices shall also be included in each submittal to the City along with a CD-ROM containing the technical reports as Adobe PDF files. The City would provide electronic copies of the NOP and NOP responses for an appendix to the EIR. Attachment 2 Page 11 12/3/2009 1 Detailed Work Program — Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. Task 3. Final EIR The Final EIR will include the Draft EIR and any changes to it, responses to all comments received on the Draft EIR, a list of persons, organizations and public agencies commenting on the Draft EIR, and any relevant or supporting information. As required by CEQA, HELIX will prepare written Responses to Comments (RTC) received during the public review period. In preparing the RTC, HELIX will work closely with the City to develop clear, concise and supportable responses. For purposes of budgeting, it is assumed that responses will be based on existing information, without the need for any new technical analysis or substantial research or revisions. It is assumed that five copies of the two screenchecks and 50 copies of the Final Draft EIR (25 bound and 25 electronic) will be provided to the City (as specified in the RFP) for the hearing public process. The submittal will also include an Adobe PDF of the Final Draft EIR on CD-ROM. Five bound copies of the Certified Final EIR with technical appendices and one Master CD will be provided after project approval. Task 4. Findings/Statement of Overriding Considerations/MMRP HELIX will prepare Findings and a Mitigation Monitoring and Reporting Program (MMRP). Should significant, unmitigated impacts be associated with the proposed project, HELIX will prepare a Statement of Overriding Considerations (SOC). The Findings will specify which mitigation measures have been incorporated into the project, as well as those feasible mitigation measures that have not been incorporated, with an explanation as to why they are not proposed to be implemented. The Findings will also identify feasible alternatives that could reduce adverse project impacts, but that are not being adopted, and will provide specific economic, social, or other considerations as why the alternatives are infeasible. If required, an SOC will be prepared. In cooperation with City staff, HELIX will identify any social, economic, and other factors which justify approving the proposed Specific Plan despite the existence of impacts that cannot be reduced to below a level of significance. The Findings and SOC will follow the format and style generally accepted by the City. This scope specifically excludes any economic analysis associated with demonstrating the infeasibility of mitigation measures and/or alternatives identified in the EIR or demonstrating the overriding considerations related to economics. It is assumed that one screencheck draft of the Findings and SOC will be required before the final version is ready for inclusion in the Final EIR. The MMRP will summarize all mitigation measures identified in the EIR. As discussed earlier, the MMRP is proposed to be designed to serve as a mitigation checklist for use in identifying those measures that apply to each future new construction within the Specific Plan area, and adding project- specific clarifications to the mitigation requirements. Attachment 2 Page 12 12/3/2009 Detailed Work Program - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. Task 5. Meetings and Hearings Pursuant to RFP, HELIX will attend the following meetings during the duration of the contact: • One (1) kick-off meeting with City staff, • One (1) public scoping meeting; • Two (2) meeting to discuss screencheck Draft EIR preparation with City staff; • Two (2) meetings to review comments on the screencheck Draft EIRs; • Two (2) meetings to review responses to comments and the Final Draft EIR; • Up to three (3) public hearings; and • One (1) additional meeting (the purpose of which has yet to be determined.) HELIX's Project Manager will attend all of these meetings and hearings. In addition, limited hours are included for key subconsultants to attend meetings and hearings. Four hours are assumed for each meeting and six hours for each public hearing, including driving time. Task 6. Project Management HELIX places a high degree of importance on project management and quality control. HELIX uses a number of project management tools to ensure that projects are maintained on schedule and within budget. In between project meetings, conference calls can be scheduled, if needed, as a cost-effective way to promote communication between the City, its planning team and the HELIX Team. This continuous flow of information will allow the Project Manager to provide a monthly status report to the City regarding tasks performed in the prior month and tasks that are anticipated to be performed in the next month. In addition, the monthly status report will identify any unresolved issues. The Project Manager will monitor the project schedule and contract scope, and advise City staff immediately of any issues or concerns that are beyond HELIX's control. As the contract progresses, the Project Manager will track project cumulative expenditures, actual costs, project schedule and percentage complete to control costs. Should extra scope items be requested or required that would require a budget augment, HELIX will discuss these with City prior to initiating extra work and incurring extra expense. Attachment 2 Page 13 12/3/2009 Attachment 3. Plaza Camino Real Revitalization Project EIR - Cost Breakdown Task Description 1.0 Specific Plan and Technical Study Review 1.1 Review background information 1.2 Provide Scoping Input Task 1.0 Subtotal 2.0 Draft EIR 2.1 Technical Studies Air Quality/Greenhouse Gases (SRA) Biology (HELIX) Cultural Resources (ASM) Hazardous Materials (Geocon) Noise (HELIX) Technical Studies Subtotal 2.2 1st Screencheck Draft EIR Executive Summary Introduction/Project Description Aesthetics Air Quality/Greenhouse Gases Biological Resources* Cultural Resources/Paleontology* Geology and Soils* Hazards/Hazardous Materials* Hydrology/Water Quality Land Use and Planning Mineral Resources* Noise Population/Housing* Public Services* Recreation* Transportation/Traffic Utilities and Service Systems* Growth Inducement Cumulative Impacts Project Alternatives Other CEQA Required Sections EIR Graphics Word Processing QA/QC Reimbursable Expenses 1st Screencheck EIR Subtotal Hours by start Level QA/QC (Mclntyre)$195 1 1 0 2 8 10 2.3 Second Screencheck Draft EIR Project Manager(Baranek)$175 4 4 8 0 8 2 12 22 16 Asst. ProjectManager(Constantino)^1<W 16 2 18 0 24 32 40 40 4 8 32 180 40 Senior LandscapeArchitect (Lewis)^175 0 0 8 8 Senior Acoustition(Terry)$170 0 50 50 0 EnvironmentalPlanner (Marcin)$160 0 0 16 40 2 58 Project Biologist(Leonard)$150 0 20 20 0 EnvironmentalPlanner (Brice)$80 0 10 10 24 8 20 4 8 16 8 8 16 4 24 2 24 32 16 214 60 Senior GISSpecialist$115 0 6 6 8 8 GIS Specialist$80 0 2 4 6 40 40 24 Word Processor$70 0 2 4 6 40 40 40 Subconsultant Cost ($)$ $5,520 $4,224 $2,500 $12,244 $0 Expenses/Overhead ($)$0 $552 $150 $422 $250 $150 $1,524 $743 $743 $1,000 Cost Sum ($)$2,300 $1,095 $3,395 $6,072 $3,450 $4,646 $2,750 $10,740 $27,658 $1,920 $4,440 $4,600 $1,600 $320 $640 $3,840 $640 $6,400 $4,000 $640 $1,600 $320 $1,920 $160 $4,000 $1,920 $400 $3,360 $3,940 $1,280 $4,120 $2,800 $3,660 $743 $59,263 $17,320 11/17/09 Attachment 3, Page 1 Attachment 3. Plaza Camino Real Revitalization Project EIR - Cost Breakdown Task Description Hours by staff Level QA/QC (Mclntyre)$195 2.3 Public Review Draft EIR 16 Task 2.0 Subtotal 3.0 Final EIR 3.1 1st Screencheck RTC 3.2 Final Draft EIR 3.3 Final Certified EIR Task 3.0 Subtotal 4.0 Findings/SOC/MMRP 6.1 1st Screencheck MMRP, Findings and SOC 6.2 2nd Screencheck MMRP, Findings and SOC 6.4 Final Findinqs/SOC/MMRP Task 4.0 Subtotal 5.0 Meetings and Hearings 5.1 Staff Meetings (8 @ 4 hrs) 5.2 Public Scoping Meeting (1 (5) 4 hrs) 6.3 Public Hearings (3 (S> 6 hrs) Task 5.0 Subtotal 6.0 Project Management 6.1 Project Management (12 mo @ 8 hrs/mo) Task 6.0 Subtotal 26 6 6 4 4 0 Project Manager(Baranek)$175 38 20 8 8 36 8 8 2 18 32 4 18 54 96 96 Asst. ProjectManager(Constantino)^100 8 228 40 16 8 64 16 4 4 24 32 4 36 16 16 Senior LandscapeArchitect (Lewis)$175 8 0 0 0 0 Senior Acoustition(Terry)$170 50 0 0 0 0 EnvironmentalPlanner (Marcin)$160 58 0 0 0 0 Project Biologist(Leonard)$150 20 0 0 0 0 EnvironmentalPlanner (Brice)$80 40 324 8 24 16 48 32 24 56 0 0 Senior GISSpecialist$115 14 0 0 0 0 GIS Specialist$80 12 82 0 0 0 0 Word Processor$70 40 126 24 24 16 64 16 8 24 0 0 Subconsultant Cost ($)$12,244 $0 $0 $0 $0 Expenses/Overhead ($)$5,000 $8,267 $200 $2,500 $1,000 $3,700 $200 $200 $1,000 $1,400 $400 $50 $150 $600 $0 TOTAL 37 250 1 386 8 50 58 20 428 | 14 82T 214 12,244 13,967 Cost Sum ($)$15,880 $120,121 $11,190 $9,100 $5,600 $25,890 $7,660 $4,480 $1,750 $13,890 $9,200 $1,150 $3,300 $13,650 $18,400 $18,400 $ 195,346 Note: Cost breakdown assumes that topics marked with an * can be discussed in the "Effects Found Not to be Significant" section in EIR. 11/17/09 Attachment 3, Page 2 Cost Proposal Assumptions — Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. ATTACHMENT 3 (CONTINUED) HELIX COST PROPOSAL HELIX proposes to provide the services described in our Detailed Work Program (Attachment 2) for a not to exceed fee of $195,346. Our 2009 schedule of fees is attached for reference purposes. The following assumptions were made in estimating the cost to complete the EIR: • The NOP will be prepared by the City and several issues identified in the RFP will end up in the "Effects Found Not to be Significant" section within the EIR, including biological resources, cultural and paleontological resources, geology/soils, hazards/hazardous materials, mineral resources, public services, recreation and utilities and service systems. This approach to EIR scoping results in time and cost savings to the City since fewer topics will be detailed in the body of the EIR. • The EIR will be focused on the following topics with the potential for significant impacts: aesthetics, air quality/greenhouse gases, hydrology/water quality, land use and planning, noise, and transportation/traffic. Additional fees would be needed to shift other topics into the body of the EIR. • The City will provide HELIX with current available digital baseline data for producing all maps and graphics contained in the Specific Plan or applicant submittal package, which should be submitted in one of the following formats: .dxf, .dwg (AutoCAD), .dgn (Microstation), .eOO (Arclnfo export coverages), or .shp (ArcView shapefiles). In some cases, .pdf files will be acceptable. • The City will provide HELIX with bound and electronic copies of the technical study related to traffic and parking. The technical study will address traffic at a sufficient level of detail to support the EIR impact analysis for the proposed project. • Westfield will provide a Geotechnical and Geologic Survey, Drainage Report, Storm Water Management Plan, and Visual Simulations and HELIX will provide third-party review of those technical studies. Any report revisions required from the peer review process will be the responsibility of Westfield's consultants to implement. • Once preparation of the first screencheck version of technical reports and/or the Draft EIR has begun, no changes to the project description and associated assumptions will occur such that major revisions to the project description or re-analysis of any environmental issue will be required. • No biological or cultural resources field surveys will be required to evaluate potential project impacts. • If revisions to technical appendices drafted by HELIX or its subconsultants are warranted after public review, HELIX will discuss the extent of changes with the City and determine whether they are within the scope of work detailed in the contract. • Two screenchecks of the Draft EIR, Final EIR and MMRP/Findings/SOC will be submitted. • Meetings will be billed on a time-and-materials basis based on attendance requests from the City; unused meeting time will not be billed. • Costs associated with additional meetings, and/or additional technical studies and reports ("additional work") are not included within the scope of services required of HELIX under this proposal. Attachment 3, Page 3 12/3/2009 Cost Proposal Assumptions - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. HELIX is not responsible for the preparation of property owner mailing lists/labels, charges associated with the publication of notices in local newspapers, or document filing fees (such as County Clerk filing fees and California Department of Fish and Game environmental review filing fees). HELIX is not responsible for distributing the Draft and Final EIRs. The assumed cost of reproducing the Draft EIR is based on approximately 250 pages and 50 supporting graphics. The technical appendices will consist of approximately 300 pages with up to 10 color pages. The numbers of copies of deliverable documents included in the current cost estimate is specified in the scope of services. If City staff request additional copies of documents, these will be produced and billed on a time and materials basis. HELIX will prepare responses to up to 50 substantive comments. The scope of services related to the Findings and Statement of Overriding Considerations do not include generating overriding considerations related to financial feasibility. Public hearings regarding the environmental document will be held at City Hall, and the City will supply any required audio-visual equipment. Project management will require up to eight hours per month of HELIX's Project Manager time over a period of 12 months. If there are unanticipated delays in the schedule unrelated to HELIX, additional budget may be needed. Attachment 3, Page 4 12/3/2009 MO Exhibit 2 AGREEMENT BETWEEN CITY AND APPLICANT FOR PAYMENT OF EIR CONSULTANT EIR 09-02 PLAZA CAMINO REAL REVITALIZATION PROJECT THfS AGREEMENT is made this (P>* day of ^(Le^/oU^ .20 Of , between the CITY OF CARLSBAD, a municipal corporation of the State of California, hereinafter referred to as CITY, and PLAZA CAMINO REAL, a California limited partnership hereinafter referred to as "APPLICANT". RECITALS WHEREAS, the APPLICANT has filed with the CITY a request for approval of a proposed project identified as Plaza Camino Real Revitalization project requiring an Environmental Impact Report; and WHEREAS, CITY has determined that its current staff is inadequate in number to process the Environmental Impact Report in a timely and thorough manner; and WHEREAS, APPLICANT in order to ensure the expeditious processing of said Environmental Impact Report desires to pay to CITY the amount necessary to hire a CONSULTANT. NOW, THEREFORE, in consideration of the covenants and conditions, it is agreed as follows: 1. The CITY will engage the firm of HELIX Environmental Planning, Inc. hereinafter referred to as "CONTRACTOR" to perform the necessary work in the processing and monitoring of the Environmental Impact Report for that area more particularly depicted upon a site map attached as Attachment 1 and made a part of this agreement. 2. It is understood that the CONTRACTOR services shall conform to the Proposal attached as Attachment 2 and made a part of this agreement, and may require: a) Field exploration; b) Weekly communication with the City staff; c) Written reports; and 1 Approved Revisions 12/10/09 d) Such other work necessary to properly evaluate the proposed project as directed by the Planning Director. 3. It is understood that the CITY will direct the CONTRACTOR to complete a draft and final Environmental Impact Report at the earliest feasible time. The CITY will advise the APPLICANT in writing of any impacts which may render the proposed project infeasible within a reasonable time after CITY has received the CONTRACTOR 's conclusions in writing. 4. The APPLICANT shall pay to the CITY the actual cost of the CONTRACTOR 's services. Such cost shall be based on the costs set forth in Attachment 3. The APPLICANT has advanced the sum of $195,346 as payment on account for the actual cost of the CONTRACTOR'S services. CITY will provide APPLICANT copies of all CONTRACTOR'S invoices upon receipt. In the event it appears, as the work progresses, that said sum will not be sufficient to cover the actual cost, the CITY will notify the APPLICANT of the difference between the amount deposited and the new estimated cost. CITY will ensure, to the extent feasible, that no further work will be performed by the CONTRACTOR incurring an obligation beyond the amount advanced without an appropriate amendment to this Agreement. If the actual cost of preparing the report is less than the APPLICANT'S advance, any surplus will be refunded to APPLICANT by CITY. 5. It is understood that the CONTRACTOR shall be an independent contractor of the CITY and CITY shall not be liable for any negligent acts or omissions of the CONTRACTOR. The APPLICANT agrees to permit the CONTRACTOR to enter upon the property and to perform all work thereon as the CONTRACTOR deems necessary to complete the Environmental Impact Report. It is agreed that the APPLICANT will not interfere with the CONTRACTOR in the performance of such work or attempt to influence such CONTRACTOR during the course of the investigation and report. 6. It is understood that the CONTRACTOR'S responsibility will be solely to the CITY, and that the CONTRACTOR'S accountability will be solely to the CITY, and not the 2 Approved Revisions 12/10/09 APPLICANT, who is not an intended beneficiary of the CITY'S agreement with the CONTRACTOR for the processing and monitoring of the Environmental Impact Report. 7. It is understood that the CITY will attempt to bring the Environmental Impact Report to Planning Commission and City Council as soon as possible, barring no delays from the APPLICANT. 8. The City shall not be required to defend any third party claims and suits challenging any action taken by the City with regard to any procedure or substantive aspect of the City's environmental process and approval of development of the property. If the City, in its sole and absolute discretion defends such action or proceeding, the Applicant shall be responsible and reimburse the City for whatever legal fees and costs, in their entirely, may be incurred by the City in defense of such action or proceeding. The City shall have the absolute right to retain such legal counsel as the City deems necessary and appropriate. Applicant shall reimburse the City for any award of court costs or attorney fees made against City in favor of any third party challenging either the sufficiency of a negative declaration or EIR or the validity of the City's approval of the application. This obligation survives until all legal proceedings have been concluded and continues even if the City's approval is not validated. If the Applicant agrees to a rescission of its permits and entitlements, the Applicant is not obligated to provide or pay for a defense under this contract. Approved Revisions 12/10/09 IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year first above written. Executed by APPLICANT this to day of 20 APPLICANT: PLAZA CAMINO REAL, a California limited partnership By: PCRGP, L.P., a Delaware limited partnership, its general partner By: Plaza Camino Real, LLC, a Delaware limited liability partnership, its general partner By: Westfield America Limited Partnership, a Delaware limited partnership, its sole member By: Westfield U.S. Holdings, LLC, a Delaware limited liability company, its general partner (Name of Applicant) .-•-7 By: (sign here)/ Rory. A. Pa ssistant Secretary CITY OF CARLSBAD, a municipal corporation of the State of California-» City Manager or Mayor ATTEST: (Proper notarial acknowledgment of execution by Contractor must be attached.) (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument). APPROVED AS TO FORM: RONALD R. BALL, City Attorney MA/A^ ssistant City Attorney Approved Revisions 12/10/09 Agreement between City and Applicantn For Payment of EIR Consultant STATE OF CALIFORNIA) COUNTY OF LOS ANGELES) ) ss. On December 10, 2009, before me, Annie M. Zettel, a Notary Public personally appeared Rory A. Packer who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (jSnSignature (Seal) ANNIE M. ZETTEL Commission # 1794435 Notary Public - California los Angeles County ' fgi, 2012 ATTACHMENT 1 V SITEMAP NOT TO SCALE Plaza Camino Real Revitalization EIR 09-02 / SP 09-01 / SDP 09-04 / SUP 09-07 Attachment 2 REVISED Cost Proposal Assumptions - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. HELIX COST PROPOSAL HELIX proposes to provide the services described in our revised Detailed Work Program (dated 11/17/09) for a not to exceed fee of $195,346. A breakdown of these fees by task and staff is provided below in Table 2. Our 2009 schedule of fees is attached for reference purposes. The following assumptions were made in estimating the cost to complete the EIR: • The NOP will be prepared by the City and several issues identified in the REP will end up in the "Effects Found Not to be Significant" section within the EIR, including biological resources, cultural and paleontological resources, geology/soils, hazards/hazardous materials, mineral resources, public services, recreation and utilities and service systems. This approach to EIR scoping results in time and cost savings to the City since fewer topics will be detailed in the body of the EIR. • The EIR will be focused on the following topics with the potential for significant impacts: aesthetics, air quality/greenhouse gases, hydrology/water quality, land use and planning, noise, and transportation/traffic. Additional fees would be needed to shift other topics into the body of the EIR. • The City will provide HELIX with current available digital baseline data for producing all maps and graphics contained in the Specific Plan or applicant submittal package, which should be submitted in one of the following formats: .dxf, .dwg (AutoCAD), .dgn (Microstation), .eOO (Arclnfo export coverages), or .shp (ArcView shapefiles). In some cases, .pdf files will be acceptable. • The City will provide HELIX with bound and electronic copies of the technical study related to traffic and parking. The technical study will address traffic at a 'sufficient level of detail to support the EIR impact analysis for the proposed project. • Westfield will provide a Geotechnical and Geologic Survey, Drainage Report, Storm Water Management Plan, and Visual Simulations and HELIX will provide third-party review of those technical studies. Any report revisions required from the peer review process will be the responsibility of Westfield's consultants to implement. • Once preparation of the first screencheck version of technical reports and/or the Draft EIR has begun, no changes to the project description and associated assumptions will occur such that major revisions to the project description or re-analysis of any environmental issue will be required. • No biological or cultural resources field surveys will be required to evaluate potential project impacts. • If revisions to technical appendices drafted by HELIX or its subconsultants are warranted after public review, HELIX will discuss the extent of changes with the City and determine whether they are within the scope of work detailed in the contract. • Two screenchecks of the Draft EIR, Final EIR and MMRP/Findings/SOC will be submitted. • Meetings will be billed on a time-and-materials basis based on attendance requests from the City; unused meeting time will not be billed. • Costs associated with additional meetings, and/or additional technical studies and reports ("additional work") are not included within the scope of services required of HELIX under this proposal. 1 11/17/2009 REVISED Cost Proposal Assumptions - Plaza Camino Real Revitalization Project EIR HELIX Environmental Planning, Inc. HELIX is not responsible for the preparation of property owner mailing lists/labels, charges associated with the publication of notices in local newspapers, or document filing fees (such as County Clerk filing fees and California Department of Fish and Game environmental review filing fees). HELIX is not responsible for distributing the Draft and Final EIRs. The assumed cost of reproducing the Draft EIR is based on approximately 250 pages and 50 supporting graphics. The technical appendices will consist of approximately 300 pages with up to 10 color pages. The numbers of copies of deliverable documents included in the current cost estimate is specified in the scope of services. If City staff request additional copies of documents, these will be produced and billed on a time and materials basis. HELIX will prepare responses to up to 50 substantive comments. The scope of services related to the Findings and Statement of Overriding Considerations do not include generating overriding considerations related to financial feasibility. Public hearings regarding the environmental document will be held at City Hall, and the City will supply any required audio-visual equipment. Project management will require up to eight hours per month of HELIX's Project Manager time over a period of 12 months. If there are unanticipated delays in the schedule unrelated to HELIX, additional budget may be needed. 11/17/2009 STATE OF CALIFORNIA ) SS: COUNTY OF LOS ANGELES ) Date: December _/g, 2009 Being duly sworn, deposes and says: 1. That I, Elizabeth P. Satterthwaite, Senior Vice President and Assistant Secretary of Westfield U.S. Holdings, LLC, a Delaware limited liability company, the sole owner of CMF, Inc., the sole member of CMF PCR LLC, a Delaware limited liability company. 2. Rory A. Packer, as Assistant Secretary of Westfield U.S. Holdings, LLC, is duly authorized to execute documents on behalf of CMF PCR LLC, as Applicant and Owner. CMF PCR LLC, a Delaware limited liability company By: CMF, Inc., a Delaware limited liability company, its sole member By: Westfield U.S. Holdings, LLC, a Delaware limited liability company, its sole owner By: Elizabeth P. Satterthwaite Senior Vice President and Assistant Secretary If STATE OF CALIFORNIA) COUNTY OF LOS ANGELES) ) ss. On (j)jLtJts Public personally appeared 10. 3001 before me, Ann,'t //. Ze,, a Notary (P> cJL/£r- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Limm fa (Seal) _I_JLJL.I • •it'*r''-J-f ANNIE M. ZETTEL L Commission* 1794435 * Notary Public - California | Los Angeles County 1 ^CofjmExpfr*Apf2i^2012 I CMF, Inc. Structure at 12/22/08* See WEA Group Structure Overview Chart Westfield US Holdings, LLC CMF (QF 100% , Inc. *S) CMF UTC North LLC Holds No Property MP North\ LLC J Rob- -—-- Ground Lease 100% CMF MP South> LLC j CMF UTC South LLC Holds No Property CMF NCF South LLC CMF Santa Anita LLC Ground Lease With City CMF NCF North LLC Ground Lease with City CMF WheatonN Borrower LLC )»^ ... __S CMF PCR LLC Rob-Ma^ Fee Rob-Ma^ ^. '-^^ Ground Lease 'CMF RichlandN LLC J Lazarus Fee"Revised to reflect the following 2008 Transactions: Contribution by WEA of CMF Fox Hills LLC to WALP on 2/5/08 Contribution by WEA of the ground lease at Wheaton by to Wlieaton Plaza Regional Shopping Center LLP on 3/14/08. On 6/13/08 CMF Wheaton LLC was dissolved. Contribution by WEA of CMF PWC LLC to WALP on 5/1/08 Contribution by WEA on 12/22/08 of the fee interest in the Rob-May and Macys store owned by CMF UTC North LLC and CMF UTC South LLC Respectively. The properties were contributed to WALP and ultimately contributed to University Towne Center, LLC (See UTC/Valley Fair chart for further details). Legend: /'Partnership^ V^ or LLC J STATE OF CALIFORNIA ) SS: COUNTY OF LOS ANGELES ) Date: December /Q, 2009 Being duly sworn, deposes and says: 1. That I, Elizabeth P. Satterthwaite, Senior Vice President and Assistant Secretary of Westfield U.S. Holdings, LLC, a Delaware limited liability company, the general partner of Westfield America Limited Partnership, a Delaware limited partnership, the sole member of Plaza Camino Real LLC, a Delaware limited liability company, the general partner of PCRGP, L.P., a Delaware limited liability company, the general partner of PLAZA CAMINO REAL, a California limited partnership. 2. PLAZA CAMINO REAL is the Owner of Westfield Plaza Camino Real in Carlsbad, California. 3. Rory A. Packer, as Assistant Secretary of Westfield U.S. Holdings, LLC, is duly authorized to execute documents on behalf of PLAZA CAMINO REAL as Applicant and Owner. PLAZA CAMINO REAL, a California limited partnership By: PCRGP, L.P., a Delaware limited partnership its general partner By: Plaza Camino Real LLC, a Delaware limited liability company, its general partner By: Westfield America Limited Partnership, a Delaware limited partnership, its sole member By: Westfield U.S. Holdings, LLC, a Delaware limited liability company, its general partner Elizabeth P. Satterthwaite Senior Vice President and Assistant Secretary "52. STATE OF CALIFORNIA) COUNTY OF LOS ANGELES) ) ss. On Public personally appeared c2#0<?before me,fl?.a Notary P- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (JI^T^U>Signature ft).(Seal) ANNIE M _ Commission # i '9/1435 Notary Puoilc - California Los Angeies County .2013 Plaza Camino Real Structure at 9/7/2006 See Separate Chart for Ownership above WALP Westfield America Limited Partnership (The OP) 49.9% LP* 99% LP L 100% Plaza Camino Real LLC 1%GP PCRGP, L.P.Westfield Head LP 1 33.267% GP * 16.833% LP Plaza Camino Real (California Limited Partnership) 100% WestfieldShoppingtown Plaza Camino Real * Reflects Capital Percentage Notes: 1. See Westfield Head LP Chart for Ownership Details 2. Structure Reflects the 3rd Parties Contributions of their 49.9% interest (by capital) in Plaza Camino Real in exchange for WALP units. 100% Plaza Camino \ Service LLC ) Legend: /^Partnership^ V or LLC J Plaza Camino Real 9-7-06.vsd