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HomeMy WebLinkAboutC-3918 - PSA for Traffic Project ManagementNle AMENDMENT NO. FIVE TO PROFESSIONAL SERVICES AGREEMENT WITH RICHARD M. EDMONSTON FOR TRAFFIC PROJECT MANAGEMENT THIS AMENDMEN -Lr O. Fly PROFE SIONAL SERVICES AGREEMENT, is entered into as of this ay c , 2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "CITY"), and RICHARD M. EDMONSTON, an individual, whose address is 8792 Gallant Drive, Huntington Beach, California 92646 ("CONSULTANT "), and is made with reference to the following: RECITALS: A. On February 27, 2007, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "AGREEMENT," for traffic improvement project management services for the City Capital Improvement Projects, hereinafter referred to as "PROJECT." B. CITY and CONSULTANT have entered into four separate AMENDMENTS of the AGREEMENT, the latest dated July 8, 2009. C. CITY desires to enter into this AMENDMENT NO. FIVE to reflect additional services not included in the AGREEMENT or prior AMENDMENTS, to extend the term of the AGREEMENT to March 31, 2010 and to increase the total compensation. D. CITY desires to compensate CONSULTANT for additional professional services needed for PROJECT. E. CITY and CONSULTANT mutually desire to amend AGREEMENT, hereinafter referred to as "AMENDMENT NO. FIVE," as provided here below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of the AGREEMENT shall be extended to March 31, 2010. 2. ADDITIONAL SERVICES TO BE PERFORMED In addition to the services to be provided pursuant to the AGREEMENT and AMENDMENT NOS. ONE through FOUR, CONSULTANT shall diligently perform all the services described in AMENDMENT NO. FIVE, including but not limited to, all work set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. COMPENSATION City shall pay Consultant for the services on a time and expense not -to -exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached to the AGREEMENT. Consultant's total amended compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Ninety - Seven Thousand, Five Hundred Dollars and no/100 ($97,500.00) without prior written authorization from City, 3.1 The amended compensation reflects Consultant's additional compensation for additional services to be performed in accordance with this AMENDMENT NO. FIVE, including all reimbursable items and subconsultant fees, in an amount not to exceed Six Thousand Dollars and no/100 ($6,000.00), without prior written authorization from City. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in AGREEMENT shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. FIVE on the date first above written. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY n By: ynetto a h mp, Assistant City Att ney ATTEST: In Leilani I. Brown, City Clerk Attachment CITY OF NEWPORT BEACH, A Municipal Corporoion Ken G. Badum, lic Works Director RICHARD M. EDMONSTON: mill� �� PORr Rich rd M. Edmonston, Owner p� <J F00.Nr'' F Exhibit A — Additional Services to be Performed Pa EXHIBIT A Richard M. Edmonston, PE 8792 Gallant Drive Huntington Beach, CA 92646 (714) 720-1556 September 8, 2009 Stephen G. Badum Public Works Director City of Newport Beach PO Box 1768 Newport Beach, CA 92658-8915 Subject: Amendment No. 5 to Professional Services Agreement Dear Mr. Badum: I am requesting that the Professional .Services Agreement originally approved by the City Council on February 27, 2007 be amended to extend the completion date to March 31, 2010 and additional funding in the amount of $6000. This would be Amendment No. 5. Amendment No. 4 was approved on July 8, 2009 and extended the term of the Agreement to December 31, 2009. At that time no additional funding was anticipated to be required. Subsequent to the approval of Amendment No. 4, considerable additional work was determined to be necessary in order to finalize the update to the Fair Share Fee, Task Ion the Scope of Work. This topic has been and continues to be subject to numerous external influences which make it difficult to establish both a firm schedule and budget. I anticipate this will require up to an additional 50 hours to attend various meetings and prepare staff reports and the final ordinance and resolution to implement the update. I am requesting an additional 10 hours be included in Task 7, Miscellaneous, to cover requests for assistance on topics such as the ongoing negotiations with the City of Irvine and discussions related to the various area parking studies. All the remaining Tasks are anticipated to be completed within the existing budgeted amounts. Sincerely, 4p, aalpl- h�— Richard M. Edmonston, PE AMENDMENT NO. FOUR TO PROFESSIONAL SERVICES AGREEMENT WITH RICHARD M. EDMONSTON FOR TRAFFIC PROJECT MANAGEMENT THIS AMENDMENT NO. FOT}� TO PROFE SIONAL SERVICES AGREEMENT, is entered into as of this rn day of _'2009, by and between the CITY OF NEWPORT BEACH, a Munit l Co oration ("CITY"), and RICHARD M. EDMONSTON, an individual, whose ress is 8792 Gallant Drive, Huntington Beach, California, 92646 ("CONSULTANT"), and is made with reference to the following: RECITALS: A. On February 27, 2007, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "AGREEMENT", for Traffic Improvement Project Management services for the City Capital Improvement Projects, hereinafter referred to as "PROJECT". B. CITY and CONSULTANT have entered into three separate AMENDMENTS of the AGREEMENT, the latest dated March 10, 2009. C. CITY desires to enter into this AMENDMENT NO. FOUR to reflect additional services not included in the AGREEMENT or prior AMENDMENTS and to extend the term of the AGREEMENT to December 31, 2009. D. CITY and CONSULTANT mutually desire to amend AGREEMENT, hereinafter referred to as "AMENDMENT NO. FOUR", as provided here below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. In addition to the services to be provided pursuant to the AGREEMENT and AMENDMENT NOS. ONE, TWO, and THREE, CONSULTANT shall diligently perform all the services described in AMENDMENT NO. FOUR, including but not limited to, all work set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 2. The term of the AGREEMENT shall be extended to December 31, 2009. 3. Except as expressly modified herein, all other provisions, terms, and covenants set forth in the AGREEMENT shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. FOUR on the date first above written. APPROVED AS TO FORM: Wy n e . champ Assistant City Attorney for the City of Newport Beach ATTEST: By: - Leilani Brown, City Clerk Q'�� for the City of Newport Be �Y� CITY OF NEWPORT BEACH, A Municipal C4Wtion 21 eZFadum Director Newport Beach RICHARD M. EDMONSTON: Attachment: Exhibit A — Scope o EXHIBIT A Richard M. Edmonton, PE 8792 Gallant Drive Huntington Beach, CA 92646 (714) 720-1556 June 14, 2009 Stephen G. Badum Public Works Director City of Newport Beach PO Box 1768 Newport Beach, CA 92658-8915 Subject: Amendment to Professional Services Agreement Dear Mr. Badum: I am proposing that the Professional Services Agreement that was approved by the City Council on February 27, 2007 be extended to the end of this calendar year with Amendment No. 4. Amendment No. 3 was approved on March 10, 2009 and extended the length of the Agreement to June 30, 2009. No additional funding is being requested and none is anticipated unless changes to the scope of services are made. It is anticipated that all the remaining tasks will be completed in approximately four months. However, one of the remaining tasks, updating the Fair Share Fee, has proven to have factors influencing the completion that are beyond my control. For this reason I believe it would be appropriate to extend the contract until December 31, 2009. Sincerely, Richard M. Edmonston, PE • CIMIG AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT WITH RICHARD M. EDMONSTON FOR TRAFFIC PROJECT MANAGEMENT THIS AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT, is entered into as of this 1t7 day of MAY 200 � , by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "CITY "), and RICHARD M. EDMONSTON an individual, whose address is 8792 Gallant Drive, Huntington Beach, California 92646 ( "CONSULTANT "), and is made with reference to the following: RECITALS: A. On February 27, 2007, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "AGREEMENT ", for Traffic Improvement Project Management services for the City's Capital Improvement Projects, hereinafter referred to as "PROJECT ". This Agreement expired on June 30, 2007. B. CITY and CONSULTANT have entered into two separate Amendments of the AGREEMENT, the latest dated August 18, 2008. C. CITY desires to enter into this AMENDMENT NO. THREE to reflect additional services not included in the AGREEMENT or prior AMENDMENTS and to extend the term of the AGREEMENT to June 30, 2009. D. CITY desires to compensate CONSULTANT for additional professional services needed for PROJECT. E. CITY and CONSULTANT mutually desire to amend AGREEMENT, hereinafter referred to as "AMENDMENT NO. THREE ", as provided here below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. In addition to the services to be provided pursuant to the AGREEMENT and AMENDMENT NOS. ONE and TWO, CONSULTANT shall diligently perform all the services described in AMENDMENT NO. THREE including, but not limited to, all work set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 2. City shall pay Consultant for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached to the AGREEMENT. Consultant's compensation for all work performed in accordance with this AMENDMENT NO. THREE, including all reimbursable items and subconsultant fees, shall not exceed Fifteen Thousand Five Hundred Dollars and no/100 ($15,500.00) without prior written authorization from City. 3. The term of the AGREEMENT shall be extended to June 30, 2009. 4. Except as expressly modified herein, all other provisions, terms, and covenants set forth in AGREEMENT shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. THREE on the date first above written. APPRO ED AS TO FOR CITY OF V�IP0RTaBAA Mun.ct I Cor ra -� JBy: Aaron C. Harp, Assistant City Attorney Ma or for the City of Newport Beach for the City of Newport Beach ATTEST: CONSULTANT: By: By: 4" 49 c-'�� Leilani Brown, (Corporate Officer) City Clerk EWPp� p� Title: Un Print Name:?/C.'� A-y'a� M. �f-tonS7b h Cqj, po R tA*.P By: (Financial Officer) Title: Print Name: Attachments: Exhibit A — Scope of Services F:\users\cat\shared\ContractTemplates Pub IishedonIntranet\FORMPSAAmendment.doc • • Richard M. Edmonston, PE 8792 Gallant Drive Huntington Beach, CA 92646 (714) 720-1556 February 10, 2009 Stephen G. Badum Public Works Director City of Newport Beach PO Box 1768 Newport Beach, CA 92658 -8915 Subject: Amendment to Professional Services Agreement Dear Mr. Badum: I am proposing that the Professional Services Agreement (PSA) that was approved by the City Council on February 27, 2007 be amended again to extend the termination date and provide a small amount of additional funding to complete the projects covered by the agreement. The first amendment was approved in early 2007 and a second amendment was approved in 2008 which extended the termination date. At the time of the second amendment it was agreed we would wait to amend the budget until we had a clearer picture of certain tasks. The original Scope did not anticipate time specifically for addressing the City's concerns related to the residential development in the IBC area of the City of Irvine or to help analyze proposals for the residential units allowed in the airport area under Newport Beach's new General Plan. A line item and budget amount was established in Amendment No. 1 for this, but the work has exceeded the budgeted hours. Approximately twenty (20) hours beyond the number budgeted have been needed to complete the work performed to date. The City has asked me to be involved in the review of Irvine's IBC Vision Plan Transportation Study which includes a significant portion of Newport Beach within the study area. I anticipate this effort will require twenty-four (24) hours of additional time. The Fair Share Fee Update task has taken considerably longer than initially thought and likely will not be completed for another two to three months. It is anticipated that the Update will be presented to the General Plan Implementation Committee next month and will likely go to the City Council in March or April based upon the current schedule. As of the year end, this task had required eighty -two (82) hours more work than budgeted and I estimate an additional twenty -three (23) hours will be required to prepare the final staff reports and attend the various meetings with the BIA, General Plan Implementation Committee, and City Council. The rewrite of Chapter 12 of the Municipal Code is nearly complete. It is scheduled to be reviewed by the Traffic Affairs Committee this month with submittal to City Council in February. At this time the existing budgeted hours have been fully used and an additional six (6) hours should cover the remaining tasks including preparation of the Council memo and accompanying ordinances and resolutions. All other project tasks will be completed within the existing budgeted number of hours. In reviewing the remaining work I believe the PSA should be amended to provide a termination date of June 30, 2009. Additional funding of $15,500 is requested based on the additional hours needed by the Fair Share Fee Update, Airport Area residential development, and finalizing the Rewrite of Municipal Code Chapter 12. Sincerely, Ri hard M. Edmonston. PE 0 CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT tap 1 n 7Pna C-�ter Agenda Item No. 6 March 10, 2009 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Stephen G. Badum 949 - 644 -3311 or sbadum @city.newport- beach.ca.us SUBJECT: APPROVAL OF AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT WITH RICHARD EDMONSTON FOR PROJECT MANAGEMENT SERVICES RECOMMENDATION: Approve Amendment No. 3 to Professional Services Agreement with Richard Edmonston, of Huntington Beach, California, for project management at a not to exceed price of $15,500 and authorize the Mayor and City Clerk to execute the Agreement. DISCUSSION: On February 27, 2007 the City Council approved a Professional Services Agreement with Richard Edmonston for project management services. Mr. Edmonston, the former Transportation and Development Services Manager, retired from the City on December 31, 2006, and was hired back as a part-time consultant to work on several tasks to aide in backfilling his former position. The City Council approved an amendment to this agreement at its January 8, 2008 meeting adding additional services and time to the agreement. Subsequently, the agreement was amended on August 18, 2008 to extend the term. Mr. Edmonston's scope of services included updating the Fair Share Fee program for compliance with the new General Plan; finalizing the Traffic Signal Master Plan Replacement Program; preparing a procedures manual for traffic study guidelines; assisting staff with the ongoing traffic signal timing updates and Traffic Signal Modernization project; preparing a traffic and development policy and procedures manual; rewriting and updating Chapter 12 of the City's Municipal Code; and providing miscellaneous staff assistance with complex ongoing projects such as review of impacts from City of Irvine development in the Irvine Business Complex (IBC) and analysis of traffic impacts of development transfers in the Newport Center area. Several of these tasks required unanticipated levels of complexity from the original scope of services and has prolonged the required time for completion. In particular, the development community had many comments on the Fair Share Fee, and Irvine has Approval of Amendmoo. 3 to Professional Services Agreement with RichOdmonston for Project Management March 10, 2009 Page 2 recently provided a draft traffic study for the IBC Vision Plan for our review. Mr. Edmonston is requesting an additional 155 hours to complete the remaining tasks and to extend the term of the agreement to June 30, 2009. The proposed hourly rate will remain at $100 per hour for a not to exceed cost of $15,500. Per City Council Policy F -20, City Council approval is required for all temporary contracts with former City employees. Funding Availability: Upon approval of the recommended Budget Amendment, sufficient funds are available in the following account for the project: Account Description Transportation and Development Services Professional and Technical Submitted by: 3aum Director Attachment: Amendment No. 3 Account Number 5200 -8080 Total: Amount $15,500 $15,500 THIS AMENDMENT into this _ day of NEWPORT BEACH, • • C-'q jl AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT WITH RICHARD M. EDMONSTON FOR TRAFFIC PROJECT MANAGEMENT NO. 2 TO PROFESSIONAL SERVICES 2008, by and a municipal corporation ( "City ") and AGREEMENT, entered between the CITY OF RICHARD M. EDMONSTON, P.E., an individual, whose address is 8792 Gallant Drive, 92646, ( "Consultant"), is made with reference to the following: RECITALS Huntington, Beach, CA A. On February 27, 2007, City and Consultant entered into a Professional Services Agreement, hereinafter referred to as the "Agreement," for Traffic Improvement Project Management services for the City's Capital Improvement Projects, hereinafter referred to as "Project." This Agreement expired on June 30, 2007. B. On January 18, 2008, City and Consultant entered into Amendment No. 1 of the Agreement and the term was extended to April 30, 2008. C. Consultant was unable to complete the Agreement's scope of services for project management by April 30, 2008. D. City desires to have Consultant continue to provide project management services in connection with the completion of the Fair Share Fee Update task and the General Plan. City desires to enter into this Amendment No. 2 to reflect the continuation of such services beyond the term set forth in the Agreement and prior Amendment, and to extend the term of the Agreement to December 31, 2008. E. City and Consultant mutually desire to amend Agreement, hereinafter referred to as "Amendment No. 2 ", as provided here below. NOW, THEREFORE, the parties hereto agree as follows: The term of the Agreement shall be extended to December 31, 2008. Except as expressly modified herein, all other provisions, terms, and covenants set forth in Agreement and prior Amendment shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the date first above written. APPROVED AS TO FORM: By: ) Q--11— C ff Aaron C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: By: pti Cil LaV nne arkle City Clerk Attachment: Exhibit A — Scope of Services CITY OF NEWPORT BEACH, A Municipal Corporation ph%n G. Badum ublic Works Director for the City of Newport Beach RICHARD M. EDMONSTON, P.E. Print Name: K«�A V . e-c�yael540,` f:\users\pbw\shared\agreements\fy 08-09\edmonston-fair share fee update-1.doc 0 July 22, 2008 Richard M. Edmonston, PE 8792 Gallant Drive Huntington Beach, CA 92646 (714) 720 -1556 Stephen G. Badum Public Works Director City of Newport Beach PO Box 1768 Newport Beach, CA 92658 -8915 Subject: Amendment to Professional Services Agreement Dear Mr. Badum: EXHIBIT A I am proposing that the Professional Services Agreement that was approved by the City Council on February 27, 2007 with Amendment No. 1 approved on January 8, 2008 be amended to extend the termination date. The original Scope did not anticipate time specifically for addressing the City's concerns related to the residential development in the IBC area of the City of Irvine or to help analyze proposals for the residential units allowed in the airport area under Newport Beach's new General Plan. A line item and budget amount was established in Amendment No. 1 for this, but the work has exceeded the budgeted time and is ongoing. The Fair Share Fee Update task has taken considerably longer than initially thought. It is currently scheduled to be presented to the General Plan Implementation Committee next month and will likely go to the City Council in September or October. While both of these tasks have taken additional time and have exceeded the budget amounts set for them, at this time I am requesting only a time extension to the end of this calendar year. There are funds left within the contract to continue work and a final budget adjustment for these two items can be more accurately made as they near completion. Sincerely, Richard M. Edmonton, PE 0 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT WITH RICHARD M. EDMONSTON FOR TRAFFIC PROJECT MANAGEMENT THIS AMENDMENT NO. 1 TOFPROFESSIONAL SERVICES AGREEMENT, entered into this _L -)h day of o,CV , 2008, by and between the CITY OF NEWPORT BEACH, a municipal corpor tion, (hereinafter referred to as "City ") and RICHARD M. EDMONSTON, an individual, a whose address is 8792 Gallant Drive, Huntington Beach, California, 92646 ( "Consultant "), and is made with reference to the following: RECITALS A. On February 27, 2007, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "Agreement ", for Traffic Improvement Project Management services for the City's Capital Improvement Projects, hereinafter referred to as "Project ". This Agreement expired on June 30th, 2007. B. City desires to enter into this Amendment No. 1 to reflect additional services not included in the Agreement and to extend the term of the Agreement to April 30, 2008.. C. City desires to compensate Consultant for additional professional services needed for Project. D. City and Consultant mutually desire to amend Agreement, hereinafter referred to as "Amendment No. 1 ", as provided here below. NOW, THEREFORE, the parties hereto agree as follows: 1. Consultant shall be compensated for services performed pursuant to this Amendment No. 1 according to "Exhibit A" dated October 10, 2007, attached hereto. 2. Total additional compensation to Consultant for services performed pursuant to this Amendment No. 1 for all work performed in accordance with this Amendment, including all reimbursable items and subconsultant fees, shall not exceed Twenty -Six Thousand and 00/100 Dollars ($26,000.00). 3. The term of the Agreement shall be extended to April 30, 2008. WA 4. Except as expressly modified herein, all other provisions, terms, and covenants set forth in Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date first above written. APPROVED AS TO FORM: "— C Fo ✓City Attorney for the City of Newport Beach ATTEST: By: Snne Harkless, Clerk G r. CITY O EWPORT BEA IH, A M 'cip I Cor I on By �' Mayor for the City of Newport Beach CONSULTANT: By: a,., X k �' (Corporate Officer) Title: Print Name: E1AkW Vt6+z11- By:_ Title: (Financial Officer) Print Name: Attachments: Exhibit A — Scope of Services f:\users\pbw\shared\agreements\master templates\blank-amend.doc 3 j, (too() Richard M. Edmonston, PE 8792 Gallant Drive Huntington Beach, CA 92646 (714) 720-1556 Exhibit A October 10, 2007 Stephen G. Badum Public Works Director City of Newport Beach PO Box 1768 Newport Beach, CA 92658-8915 Subject: Amendment to Professional Services Agreement Dear Mr. Badum: I am proposing that the Professional Services Agreement that was approved by the City Council on February 27, 2007 be amended to extend the termination date and provide for additional work that has been and will be performed. Also a few items in the Scope of Work require somewhat more effort to complete than I initially anticipated. The key areas where unanticipated levels of effort have been provided include the completed update to the Traffic Phasing Ordinance, support analysis for the review of impacts from City of Irvine residential development in the Irvine Business Complex, and participating in the traffic impacts of development transfers in the Newport Center area. The effort required to update the Fair Share Fee program has proven to be substantially more complex than originally anticipated and it now appears that I will be providing support for this project for at least another two to three months. The development of infrastructure standards for new residential development in the airport area has also been more involved than I originally estimated. The status of each of the items of work and details of any additional requested time are provided on the attached summary. To accomplish the remaining tasks I suggest my agreement be amended to extend the termination date another four to six months from now and another 260 hours at the current rate of $100/hour. Yours truly, P)� V- 4 44, �; e In & k Richard M. Edmonston, PE 0 0 Summary of Tasks Fair Share Fee Update This task has proven to be considerably more complex than anticipated and I have already exceeded the estimate of hours to complete the update. I estimate that this project will require another three months of effort averaging eight hours per week. An addition of 136 hours to the original budget should adequate to complete this task. Traffic Signal Master Plan This task will result in a program detailing the long -term maintenance needs of the traffic signal system and it is approximately twenty percent complete. Originally only 24 hours were budgeted for this and additional time will be needed to produce a truly useful product. Working with staff it has become apparent that considerable additional detail is required. It is requested than another 24 hours be budgeted for this effort. Traffic Study Guidelines These are approximately fifty percent complete and no additional hours beyond the initial proposal are required to finish this document. Traffic Signal Timing This project is approximately fifteen percent complete and no additional hours are being requested. Policies and Procedures Manual Preliminary discussions with staff were conducted but with the recent reorganization of the Public Works Department it is recommended that this task be tabled and the allotted hours be reassigned to other tasks. Rewrite of Chanter 12 of the Municipal Code The rewrite is roughly thirty percent done. Input has been requested from other affected departments and I have had good response from some. My effort to get input from other cities on what they find positive about their traffic codes has not produced any response. Based upon the results to date I anticipate an additional 12 hours be added to the 28 originally budgeted for a total of 40 hours for this task. Miscellaneous This task includes minor assistance to staff plus the time for those unanticipated efforts such as the update to the Traffic Phasing Ordinance and the transfer of development trips in Newport Center. Originally 40 hours were budgeted and I broke this down further for billing purposes to 20 hours for Airport Issues (both in Newport Beach and Irvine) and 20 hours for other Miscellaneous work efforts. I have spent a total to date of 98 hours on this task to date. It is recommended that the Airport Area Traffic issues be separated out with a budget of 46 hours including the 26 already expended. The remaining Miscellaneous task should be augmented with an additional 100 hours which will provide for the extra hours already expended as well as four hours per week for another twelve weeks. CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 5 January 8, 2008 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Stephen G. Badum 949 - 644 -3311 or sbadum @city.newport- beach.ca.us SUBJECT: APPROVAL OF AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT WITH RICHARD EDMONSTON FOR PROJECT MANAGEMENT SERVICES RECOMMENDATIONS: 1. Approve Amendment No. 1 to Professional Services Agreement with Richard Edmonston, of Huntington Beach, California, for project management at a not to exceed price of $26,000 and authorize the Mayor and City Clerk to execute the Agreement. 2. Approve a Budget Amendment transferring $26,000 from salary savings in the Transportation and Development Services Division (5200 -7000) to the Transportation and Development Services Division Services Professional and Technical Account 5200 -8080. DISCUSSION: On February 27, 2007 the City Council approved a Professional Services Agreement with Richard Edmonston for project management services. Mr. Edmonston, the former Transportation and Development Services Manager, retired from the City on December 31, 2006, and was hired back as a part-time consultant to work on several tasks to aide in backfilling his former position. Mr. Edmonston's scope of services included updating the Fair Share Fee program for compliance with the new General Plan; finalizing the Traffic Signal Master Plan Replacement Program; preparing a procedures manual for traffic study guidelines; assisting staff with the ongoing traffic signal timing updates and Traffic Signal Modernization project; preparing a traffic and development policy and procedures manual; rewriting and updating Chapter 12 of the City's Municipal Code; and providing miscellaneous staff assistance with complex ongoing projects. Several of these tasks required unanticipated levels of complexity from the original scope of services and has prolonged the required time for completion. Due to the Approval of Amendmoo. 1 to Professional Services Agreement with RiAdmonston for Project Management January 8, 2008 Page 2 department reorganization, the traffic and development policy and procedures manual has been deleted from the scope of services and the allotted time was reassigned to other tasks. Mr. Edmonston is requesting an additional 260 hours to complete the remaining tasks and to extend the term of the agreement to April 30, 2008. The proposed hourly rate will remain at $100 per hour for a not to exceed cost of $26,000. This expense can be covered by a combination of salary savings and unspent funds for Professional and Technical Services within the Public Works Department budget. Per City Council Policy F -20, City Council approval is required for all temporary contracts with former City employees. Funding Availability: Upon approval of the recommended Budget Amendment, sufficient funds are available in the following account for the project: Account Description Services Professional and Technical Submitted b Ste en G. Badum blic Works Director Attachment: Amendment No. 1 Account Number 5200 -8080 Total: Amount $26,000 $26,000 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT WITH RICHARD M. EDMONSTON FOR TRAFFIC PROJECT MANAGEMENT THIS .AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT, entered into this day of 2008, by and between the CITY OF NEWPORT BEACH, a municipal corporation, (hereinafter referred to as "City ") and RICHARD M. EDMONSTON, an individual, a whose address is 8792 Gallant Drive, Huntington Beach, California, 92646 ( "Consultant "), and is made with reference to the following: RECITALS A. On February 27, 2007, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "Agreement ", for Traffic Improvement Project Management services for the City's Capital Improvement Projects, hereinafter referred to as "Project'. This Agreement expired on June 30th, 2007. B. City desires to enter into this Amendment No. 1 to reflect additional services not included in the Agreement and to extend the term of the Agreement to April 30, 2008.. C. City desires to compensate Consultant for additional professional services needed for Project. D. City and Consultant mutually desire to amend Agreement, hereinafter referred to as "Amendment No. 1 ", as provided here below. NOW, THEREFORE, the parties hereto agree as follows: 1. Consultant shall be compensated for services performed pursuant to this Amendment No. 1 according to "Exhibit A" dated October 10, 2007, attached hereto. 2. Total additional compensation to Consultant for services performed pursuant to this Amendment No. 1 for all work performed in accordance with this Amendment, including all reimbursable items and subconsultant fees, shall not exceed Twenty -Six Thousand and 001100 Dollars ($26,000.00). 3. The term of the Agreement shall be extended to April 30, 2008. 4. Except as expressly modified herein, all other provisions, terms, and covenants set forth in Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date first above written. APPROVED AS TO FORM: f0f ity Attomey for the City of Newport Beach ATTEST: LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation Mayor for the City of Newport Beach CONSULTANT: (Corporate Officer) Title: Print Name: LIM (Financial Officer) Print Name: Attachments: Exhibit A — Scope of Services f:\users%pbvv shared\agreements \master templateslblank- amend.doc 0 Richard M. Edmonston, PE 8792 Gallant Drive Huntington Beach, CA 92646 (714) 720 -1556 Exhibit A October 10, 2007 Stephen G. Badum Public Works Director City of Newport Beach PO Box 1768 Newport Beach, CA 92658 -8915 Subject: Amendment to Professional Services Agreement Dear Mr. Badum: I am proposing that the Professional Services Agreement that was approved by the City Council on February 27, 2007 be amended to extend the termination date and provide for additional work that has been and will be performed. Also a few items in the Scope of Work require somewhat more effort to complete than I initially anticipated. The key areas where unanticipated levels of effort have been provided include the completed update to the Traffic Phasing Ordinance, support analysis for the review of impacts from City of Irvine residential development in the Irvine Business Complex, and participating in the traffic impacts of development transfers in the Newport Center area. The effort required to update the Fair Share Fee program has proven to be substantially more complex than originally anticipated and it now appears that I will be providing support for this project for at least another two to three months. The development of infrastructure standards for new residential development in the airport area has also been more involved than I originally estimated. The status of each of the items of work and details of any additional requested time are provided on the attached summary. To accomplish the remaining tasks I suggest my agreement be amended to extend the termination date another four to six months from now and another 260 hours at the current rate of $100/hour. Yours truly, e.-4- Richard M. Edmonston, PE • Summary of Tasks Fair Share Fee Update This task has proven to be considerably more complex than anticipated and I have already exceeded the estimate of hours to complete the update. I estimate that this project will require another three months of effort averaging eight hours per week. An addition of 136 hours to the original budget should adequate to complete this task. Traffic Signal Master Plan This task will result in a program detailing the long -term maintenance needs of the traffic signal system and it is approximately twenty percent complete. Originally only 24 hours were budgeted for this and additional time will be needed to produce a truly useful product. Working with staff it has become apparent that considerable additional detail is required. It is requested than another 24 hours be budgeted for this effort. Traffic Study Guidelines These are approximately fifty percent complete and no additional hours beyond the initial proposal are required to finish this document. Traffic Signal Timing This project is approximately fifteen percent complete and no additional hours are being requested. Policies and Procedures Manual Preliminary discussions with staff were conducted but with the recent reorganization of the Public Works Department it is recommended that this task be tabled and the allotted hours be reassigned to other tasks. Rewrite of Chapter 12 of the Municipal Code The rewrite is roughly thirty percent done. Input has been requested from other affected departments and I have had good response from some. My effort to get input from other cities on what they find positive about their traffic codes has not produced any response. Based upon the results to date 1 anticipate an additional 12 hours be added to the 28 originally budgeted for a total of 40 hours for this task. Miscellaneous This task includes minor assistance to staff plus the time for those unanticipated efforts such as the update to the Traffic Phasing Ordinance and the transfer of development trips in Newport Center. Originally 40 hours were budgeted and I broke this down further for billing purposes to 20 hours for Airport Issues (both in Newport Beach and Irvine) and 20 hours for other Miscellaneous work efforts. I have spent a total to date of 98 hours on this task to date. It is recommended that the Airport Area Traffic issues be separated out with a budget of 46 hours including the 26 already expended. The remaining Miscellaneous task should be augmented with an additional 100 hours which will provide for the extra hours already expended as well as four hours per week for another twelve weeks. CW of Newport Beach. NO. BA- 08BA -033 BUDGET AMENDMENT 2007 -08 AMOUNT: $26,000.00 EFFECT ON BUDGETARY FUND BALANCE: Increase Revenue Estimates Increase in Budgetary Fund Balance Increase Expenditure Appropriations AND Decrease in Budgetary Fund Balance PX Transfer Budget Appropriations PX No effect on Budgetary Fund Balance SOURCE: from existing budget appropriations from additional estimated revenues from unappropriated fund balance EXPLANATION: This budget amendment is requested to provide for the following: To transfer expenditure appropriations for approval of an amendment to the PSA with Richard Edmonston for project management services. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Fund Account REVENUE ESTIMATES (3609) Fund /Division Account EXPENDITURE APPROPRIATIONS {3603) Description Description Amount Debit Credit Description Division Number 5200 Public Works - Transportation Development Account Number 7099 Salary Savings $26,000.00 Division Number 5200 Public Works - Transportation Development Account Number 8080 Services - Professional & Technical Division Number Account Number Division Number Account Number Division Number Account Number Signed: Signed: Signed: Approval: Administrati�69 Services Director Manager City Council Approval: City Clerk $26,000.00 - Automatic System Entry. 1,-2- C?� Date at Date C 3CIl9 0 • PROFESSIONAL SERVICES AGREEMENT WITH RICHARD M. EDMONSTON FOR TRAFFIC PROJECT MANAGEMENT THIS AGREEMENT is made and entered into as of this 46 day of e p/�(Gl 2007, by and between the CITY OF NEWPORT BEACH, a Municipal Corporati n ( "City "), and RICHARD M. EDMONSTON, an individual, whose address is 8792 Gallant Drive, Huntington Beach, California, 92646 ( "Consultant "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to proceed with the design and management of the City's Capital Improvement projects. C. City desires to engage Consultant to manage miscellaneous Traffic Improvement projects ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Richard M. Edmonston. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of June, 2007, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform CIP Management Services as assigned by the City Engineer. 0 10 3. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Billing Rate of $100 /hr. and incorporated herein by reference. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Fifty Thousand Dollars and no /100 ($50,000) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and/or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Richard M. Edmonston to be its Project Manager. Consultant shall not remove or reassign the Project Manager. 2 0 0 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Stephen G. Badum shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to, and upon request of Consultant, access to all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. B. Provide blueprinting and other services through City's reproduction company for bid documents. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 3 0 9. HOLD HARMLESS 0 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 4 12. 13. 14. C-1 CITY POLICY Consultant shall discuss and review all direction with City's Project Administrator in order to ensure the Project proceeds and policies. PROGRESS • matters relating to policy and Project in advance of all critical decision points in a manner consistent with City goals Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work. Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's • 0 employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: L The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 0 • • iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty-five percent (25 %) or more of the assets of the corporation, partnership orjoint- venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents'), prepared or caused to be prepared by 7 • 0 Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his /her judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. 20. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 21. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of O • • City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 22. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: 2 s • Attn: Stephen G. Badum Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3311 Fax: 949 - 644 -3318 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Richard M. Edmonston, P.E. 8792 Gallant Drive Huntington Beach, CA 92646 Phone: 714- 720 -1556 26. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. ill] • • 28. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 31. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 32. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 33. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 34. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 11 35. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: -/40,L— t Assistant City Attorney, Aaron Harp for the City of Newport Beach ATTEST: LaVonne Harkless, City Clerk Attachments: Letter of Proposal 12 CITY OF NEWPORT BEACH, A Municipal Corporation Y� ayor for the City of New16 Beach RICHARD M. EDMONSTON, PE. By: L �, #g �5� �— Richard M. Edmonston, P.E. Richard M. Edmonton, PE 8792 Gallant Drive Huntington Beach, CA 92646 (714) 720 -1556 February 12, 2007 Stephen G. Badum Public Works Director City of Newport Beach PO Box 1768 Newport Beach, CA 92658 -8915 Subject: Consulting Services/Part-time Employment Dear Mr. Badum: We recently discussed several projects of the Transportation & Development Services Division of Public Works where I might function as the Project Manager. They are listed below with an estimated project schedule and fee. Fair Share Fee Update This project is to be completed by August 2007 and you were issuing the RFQ/RFP to several firms. I will work with you to identify all the improvement projects that are either assumed in the recent General Plan Update or were identified as necessary to provide the Level of Service determined by the City Council. We should also discuss the potential for contributions to regional projects as well as any appropriate traffic signal upgrade and maintenance costs. This project is anticipated to require 92 hours of my effort between March and August. Traffic Signal Master Plan This project has been started and needs to be finished to document the state of the current traffic signal field and office equipment. From this the Master Plan will provide scheduled replacements and provide budgetary information on what will be required to keep this important component of the transportation system in good working order. This project is anticipated to require 24 hours of my time and would be completed by June. Traffic Study Guidelines The City's traffic studies have evolved considerably from those based solely on either the General Plan or the Traffic Phasing Ordinance (TPO). The TPO provides a detailed methodology and significance criteria that is missing for General Plan level analyses and for the Cumulative studies done to assure compliance with CEQA. The finished Traffic Study Guidelines will provide a comprehensive procedure for consultants and staff to use in evaluating the traffic impacts of various projects that will come before the City. This project is anticipated to require 24 hours of my time and would be completed by June. 0 0 Traffic Signal Timing This project would more assistance from staff than any other project. This project provides for the inventory, review, and update of the stand -alone timing for all City controlled intersections. This information is a basic input that will be used in developing the coordination timing for the new Econolite Icons system. A key aspect will be ensuring that tuning parameters comply with current federal and state guidelines. This project is anticipated to require 72 hours of my time and would be completed by August. Policies and Procedures Manual A manual would be prepared for each section documenting the policies and procedures used by the Transportation and Development Services divisions. This project is anticipated to require 40 hours of my time and would be completed by August. Rewrite of Chapter 12 of the Municipal Code Chapter 12 is the Traffic chapter and portions of it are significantly out of date and do not address current needs of the City. The Chapter would be rewritten to reflect current operating processes with and eye to simplification where possible. This project is anticipated to require 28 hours of my time along with clerical support and would be completed by July. Miscellaneous I will be available to assist you and other staff in any manner where my history and background with the City of Newport Beach would be valuable. Fee My fee for services would be $100 per hour to be paid bi- weekly. Please contact me if you have any questions or would like revisions to this proposal. Sincerely, Richard M. Edmonton, PE Fax #: • • CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach Date Received: 3 -19 -07 Dept. /Contact Received From: Shauna Oyler Date Completed: 3 -21 -07 Sent to: Shaun By: April Walker Company /Person required to have certificate: Richard Edmonston I. GENERAL LIABILITY A. INSURANCE COMPANY: Hartford Casualty Ins. Co. B. AM BEST RATING (A: VII or greater): A +XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? 2mil agg/1 mil occ E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? N Yes ❑ No F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? N Yes ❑ No G. PRIMARY & NON- CONTRIBUTORY WORDING (Must be included): Is it included? ❑ Yes N No H. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ❑ No 1. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. II. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: Interinsurance Exchange of the Automobile Club B. AM BEST RATING (A: VII or greater): A +XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS (Must be $1M min. BI & PD and $500,000 UM): What is limits provided? imil E. ADDITIONAL INSURED WORDING TO INCLUDE (The City its - officers, officials, employees and volunteers): Is it included? N Yes ❑ No F. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers only): Is it included? N/A ❑ Yes ❑ No G. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. • 0 III. WORKERS' COMPENSATION A. INSURANCE COMPANY: Not Provided B. AM BEST RATING (A: VII or greater): C. LIMITS: Statutory D. WAIVER OF SUBROGATION (To include): Is it included j ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? `� v' ❑ Yes ® No IF NO, WHICH ITEMS NEED TO BE COMPLETED? General Li ty itional insured endorsement is missing "its officers officials, employees and v n ers ". T P contributory endorsement is missing. Auto: the additional insured endorsement is m' hit 9 cers, offic&4employees and volunteers ". Workers'