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HomeMy WebLinkAbout12 - JWA Settlement Agreement EIR Budget AmendmentSEW PpkT CITY OF NEWPORT BEACH 9<,F�ryN'P City Council Staff Report Agenda Item No. 12 September 24, 2013 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Community Development Department Brenda Wisneski, AICP, Deputy Community Development Director 949 - 644 -3297, bwisneski @newportbeachca.gov PREPARED BY: Patrick J. Alford, Planning Manager APPROVED: )� 0." � � TITLE: JWA Settlement Agreement EIR Budget Amendment ABSTRACT: A budget amendment to transfer $525,696 from the General Fund to City Council's Airport Management Division Budget, Professional & Technical Account to cover costs associated with the preparation of an environmental impact report (EIR) for the extension of the John Wayne Airport Settlement Agreement. RECOMMENDATION: 1. Find that the Budget Amendment is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15060(c)(2) of the CEQA Guidelines. 2. Approve the Budget Amendment No. 14BA -014 to increase expenditure appropriations in the City Council's Airport Management Division Budget, Professional & Technical Account, 0121 -8080, by $525,696, from the General Fund unappropriated fund balance. DISCUSSION: On April 16, 2013, the City, County of Orange, Stop Polluting Our Newport (SPON), and Airport Working Group (AWG) entered into a Memorandum of Understanding (MOU) to define their respective roles and responsibilities in the preparation of an environmental impact report (EIR) for the extension of the 1985 John Wayne Airport Settlement Agreement. The Settlement Agreement establishes operational and capacity limits for the airport and is set to expire on December 31, 2015. Under the terms of the MOU, the costs of preparing the EIR will be shared equally by the City and County. The total cost of preparing the EIR, including technical studies, is 1 JWA Settlement Agreement EIR Budget Amendment September 24, 2013 Page 2 estimated at $955,810; therefore, the City's contribution would be $477,905. Ten percent (10 %) or $47,791 is allocated for administration and contingencies. On September 4, 2013, the Orange County Airport Commission voted to recommend that the Orange County Board of Supervisors approve five (5) agreements with consultants for the analysis and preparation of the EIR. On September 10, 2013, the Board of Supervisors approved these agreements. The County staff report (Attachment CC1) provides details on the consultant selection process and on the administration of these agreements by the County. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ( "CEQA ") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Submitted by: 11im®r,411/j/ Attachments: CC1. Orange County Board of Supervisors Staff Report CC2. Budget Amendment 2 Attachment No. CC 1 Orange County Board of Supervisors Staff Report 3 4 a MEETING DATE: Agenda Item AGENDA STAFF REPORT LEGAL ENTITY TAKING ACTION: BOARD OF SUPERVISORS DISTRICT(S): SUBMITTING AGENCY/DEPARTMENT: DEPARTMENT CONTACT PERSON(S): ASR Control 13- 001123 09/10/13 Board of Supervisors John Wayne Airport (Approved) Alan L. Murphy SUBJECT: Approve A -E Agreements for JWA Proposed Settlement Agreement Amendment EIR CEO CONCUR COUNTY COUNSEL REVIEW CLERK OF THE BOARD Pending Review Approved Agreement to Form Discussion 3 Votes Board Maiority Budgeted: Yes Current Year Cost: $955,810 Annual Cost: N/A Staffing Impact: No # of Positions: Sole Source: N/A Current Fiscal Year Revenue: $477,905 (50% Match Newport Beach) Funding Source: City of Newport Beach (50 %); John County Audit in last 3 years No Wayne Airport Operating Fund (50 %) Year of Audit Prior Board Action: 4/16/2013 # 23 RECOMMENDED ACTION(S): Find that the subject activity is not a project within the meaning of CEQA Guidelines Section 15378 and is therefore not subject to review under CEQA. 2. In accordance with Government Code Section 29130, direct the Auditor Controller to increase appropriations (280 -280- 280 - 0330 -1900, $477,905) offset by unanticipated revenue from the City of Newport Beach, per Memorandum of Understanding (MOU) (280- 280 - 280 - 0600 -7130, $477,905), dated 4/16/13, to reimburse costs associated with the Environmental Impact Report (EIR). (Requires 4 /5th vote) 3. Approve Architect- Engineer Agreement with ENVIRON International Corporation (ENVIRON) in the amount of $200,000 for air quality analysis services; and authorize the Chair to execute the attached Agreement (Attachment A). 4. Approve Architect- Engineer Agreement with Fehr & Peers in the amount of $199,600 for traffic and circulation analysis; and authorize the Chair to execute the attached Agreement (Attachment B). 5. Approve Architect- Engineer Agreement with AECOM in the amount of $165,000 for aviation analysis services; and authorize the Chair to execute the attached Agreement (Attachment Q. Page 1 N 6. Approve Architect - Engineer Agreement with Landrum & Brown, Incorporated in the amount of $191,220 for noise analysis; and authorize the Chair to execute the attached Agreement (Attachment D). Approve Architect- Engineer Agreement with BonTerra Consulting in the amount of $199,990 for EIR preparation services; and authorize the Chair to execute the attached Agreement (Attachment E). SUMMARY: The purpose of this ASR is to request Board approval of five Architect - Engineer (AE) agreements related to the analysis and preparation of an EIR for the proposed JWA Settlement Agreement Amendment. Each AE agreement represents a different specialty needed to complete the EIR. The specialty areas consist of Air Quality Analysis, Aviation Analysis, Noise Analysis, Traffic and Circulation Analysis, and EIR preparation. JWA requests that the Board approve agreements with the following firms: ENVIRON for Air Quality Analysis, Fehr & Peers for Traffic and Circulation Analysis, AECOM for Aviation Analysis Services, Landrum & Brown for Noise Analysis Services and BonTerra Consulting for EIR Preparation. BACKGROUND INFORMATION: The purpose of the EIR will be to identify the environmental impacts associated with a proposed 15 -year extension of the Settlement Agreement. The original 1985 Settlement Agreement formalized consensus between the County of Orange, the City of Newport Beach, the Airport Working Group (AWG) and Stop Polluting Our Newport (SPON) on the nature and extent of facility and operational improvements that could be implemented at John Wayne Airport through 2005. In 2003, the original four signators approved a series of amendments to the Settlement Agreement that allowed for additional facilities and operational capacity and continued to provide environmental protections for the local community through 2015. Since early 2012, the four signators have been discussing a second extension to the Settlement Agreement. The parties have reached agreement on the definition of a "proposed project" and project alternatives to be analyzed in the EIR pursuant to the California Environmental Quality Act. Review Process: JWA solicited Statements of Qualifications (SOQ's) for Architect - Engineer Services in May 2013 for five different areas of expertise: EIR preparation, Air Quality Analysis, Aviation Analysis, Noise Analysis, and Traffic and Circulation Analysis. JWA received submittals from the following firms: Air Quality Traffic /Circulation Aviation Analysis Noise EIR Preparation Analysis ENVIRON Fehr & Peers AECOM Landrum & BonTerra International Brown, Consulting Corporation Incorporated Green ECS Stantec Consulting Green ECS Services Inc. PCR Services Corporation (PCR) Page 2 0 A review committee comprised of three JWA staff evaluated the SOQ's to identify the most qualified firms. For the FIR preparation committee, one member of the committee was a staff member from the City of Newport Beach. The firms' SOQ's were rated on pre - established criteria, including: (i) firm's technical expertise; (ii) key personnel and references; (iii) project approach and understanding; (iv) project management experience and (v) organization and completeness of SOQ. A total of seven firms were interviewed (See Exhibit A). The firms' interviews were rated on pre - established criteria, including: (i) presentation content and quality; (ii) firm's information and relevant experience; (iii) proposed project team; and (iv) understanding of the scope of work. The SOQ's and interviews each counted fifty percent (50 %) of the total score. The SOQ and interview scores from each evaluator were tallied for each firm to develop the final scores. The percentage of maximum points possible was calculated and used to rank the firms. The summary score sheets and individual score sheets are included as Exhibits B and C. The Request for Qualifications (RFQs) to support the proposed Settlement Agreement Amendment EIR preparation indicated that each contract award not exceed $200,000 in accordance with the County of Orange Contract Policy Manual. After successful negotiations with each of the most qualified firms, acceptable Scopes of Work and contract amounts not exceeding $200,000 were established and confirmed with the following firms: ENVIRON for Air Quality Analysis, Fehr & Peers for Traffic and Circulation Analysis, AECOM for Aviation Analysis Services, Landrum & Brown for Noise Analysis Services and BonTerra Consulting for EIR Preparation. These A -E Agreements are being presented to the Board of Supervisors for award and are included as Attachments A through E. CEQA COMPLIANCE: This action is not a project within the meaning of CEQA Guidelines Section 15378 and is therefore exempt from CEQA since it will not result in any direct or indirect physical change in the environment since the proposed project involves the preparation of an EIR. It is therefore exempt from CEQA. Any future action that constitutes a project will be reviewed for compliance with CEQA. FINANCIAL IMPACT: On April 16, 2013, the Board of Supervisors approved a Memorandum of Understanding (MOU) with the City of Newport Beach. This MOU identified that 50% of the proposed project costs would be reimbursed by the City. The remaining 50% will be funded by the John Wayne Airport Operating Fund. In accordance with Government Code Section 29130, the Auditor Controller would increase appropriations to the JWA Operating Fund, which would be offset by revenue from the City. The increase to appropriations and revenue in Airport Operating Fund 280 will provide sufficient funds to pay for the total cost of services rendered under these agreements. STAFFING IMPACT: N/A EXHIBIT(S): Page 3 rW, Exhibit A: Architect- Engineer Slates Exhibit B: Summary of Scores Exhibit C: Score Sheets ATTACHMENT(S): Attachment A: A -E Agreement ENVIRON Attachment B: A -E Agreement Fehr & Peers Attachment C: A -E Agreement AECOM Attachment D: A -E Agreement Landrum & Brown Attachment E: A -E Agreement BonTerra Consulting Page 4 M Exhibit A Exhibit A John Wayne Airport Architect - Engineer (A -E) Services to Support the John Wayne Airport (JWA) Proposed Settlement Agreement Amendment Environmental Impact Report (EIR) Architect - Engineer Slates for: Air Quality Analysis, Transportation /Circulation Analysis, Aviation Analysis, Noise Analysis and EIR Preparation Architect - Engineer Slate for Air Ouality Analysis A Qualifications Review Committee (the Committee) comprised of three (3) John Wayne Airport (JWA) staff evaluated written statements of qualifications (SOQs) from three (3) firms that responded to the Request for Qualifications (RFQ). These firms are (in alphabetical order): • ENVIRON International Corporation ( ENVIRON) • Green ECS • PCR Services Corporation (PCR) The Committee ranked the SOQs submitted by these firms, based on the following criteria: (i) technical expertise; (ii) key personnel and references; (iii) project approach and understanding; and (iv) project management experience and (v) organization and completeness of SOQ submittal. The top scoring two (2) firms, ENVIRON and PCR, were short- listed and invited to interview on June 12th, 2013 at JWA's Administration Building, 3160 Airway Ave., Costa Mesa. Green ECS did not meet the SOQ submittal requirements. The content of the Green ECS submittal did not demonstrate the competence and professional qualifications necessary for the satisfactory performance of the services required for this project. The two firms interviewed were ENVIRON and PCR. The Committee evaluated the firms' responses to a standard list of questions and were judged for: (i) presentation content and quality; (ii) firm's information and relevant experience; (iii) proposed project team; and (iv) understanding of the scope of work. Final rankings of the two firms were determined by the combination of evaluation scores for the SOQs (50 %) and the interviews (50 %) which reflected the extent to which each firm had demonstrated the competence and professional qualifications necessary for the satisfactory performance of the services required for this project. Below is a ranked list of the top two (2) firms with additional information for each: 1. ENVIRON 201 California Street, Suite 1200 San Francisco, California 94111 Recent representative projects include: • Los Angeles World Airports (LAWA): Provided LAWA with Air Quality CEQA/NEPA support. Prepared air quality and greenhouse gas evaluations in support of a development Project as required by CEQA/NEPA. Professional Page 1 01 Exhibit A Exhibit A services included analyzing the criteria pollutant, air toxics, and GHG emissions, and the air quality and health risk impacts of construction and operational emissions in support of the EIR/EIS. Oakland Airport and Maritime Port: Prepared a Supplemental EIR to the final EIR for its Airport Development Plan at the Oakland International Airport. Analyses included air emissions estimation, air dispersion modeling, exposure analysis, and human health risk assessment. Port of Los Angeles: Developed a complete EIR for the Port of Los Angeles for a new near -dock rail yard facility including environmental analysis for all resource areas but with particular focus on noise, transportation/circulation and air quality. 2. PCR One Venture, Suite 150 Irvine, California 92618 Recent representative projects include: Los Angeles International Airport (LAX): PCR prepared the EIR for the proposed replacement of the existing Central Utility Plant (CUP) and cogeneration facilities at LAX. PCR's document focused on the project's potential impacts to air quality, human health risks, transportation, and global climate change. LAX: PCR completed criteria and toxic air pollutant studies for the South Airfield Improvement Project at LAX. PLR's air quality portion of the project EIR involved preparing a pollutant emissions inventory, dispersion modeling and a comprehensive Health Risk Assessment (LIRA). Los Angeles World Airports (LAWA): PCR was awarded a contract with LAWA to provide on -call assistance at all four LAWA -owned airports. As part of this contract, PCR provided Air Quality permitting and compliance assistance, calculated emission inventories, prepared HRAs, and performed compliance audits. ENVIRON received higher scores for both the written and interview portions of the evaluations. The Evaluation Committee recommended that an agreement be negotiated with ENVIRON and submitted for Board of Supervisors approval. Architect- En¢ineer Slate for Transportation /Circulation Analysis A Qualifications Review Committee (the Committee) comprised of three (3) John Wayne Airport (JWA) staff evaluated written statements of qualifications (SOQs) from two (2) firms that responded to the Request for Qualifications (RFQ). These firms are (in alphabetical order): • Fehr & Peers • Stantec Consulting Services, Inc. (Stantec) Page -T f1 Exhibit A Exhibit A The Committee ranked the SOQs submitted by these firms, based on the following criteria: (i) technical expertise; (ii) key personnel and references; (iii) project approach and understanding; and (iv) project management experience and (v) organization and completeness of SOQ submittal. The two firms met the SOQ requirements, were short- listed and invited to interview on June 14th, 2013 at JWA's Administration Building, 3160 Airway Ave., Costa Mesa. The two firms interviewed were Fehr & Peers and Stantec. The Committee evaluated the firms' responses to a standard list of questions and were judged for: (i) presentation content and quality; (ii) firm's information and relevant experience; (iii) proposed project team; and (iv) understanding of the scope of work. Final rankings of the two firms were determined by the combination of evaluation scores for the SOQs (50 %) and the interviews (50 %) which reflected the extent to which each firm had demonstrated the competence and professional qualifications necessary for the satisfactory performance of the services required for this project. Below is a ranked list of the top two (2) firms with additional information for each: 1. Fehr & Peers 8141 E. Kaiser Boulevard, Suite 110 Anaheim, California 92808 Recent representative projects include: Los Angeles International Airport (LAX): Performed a comprehensive transportation analysis for the LAX Specific Plan Amendment Study (SPAS). Fehr & Peers developed a sub -area travel demand model based on the SCAG regional travel model. A total of 200 intersections and over 45 regional freeway segments /ramps intersections across 10 jurisdictions were included in the study. LAX: Performed a traffic impact analysis for the Bradley West Project that would reconfigure the Tom Bradley International Terminal (TBIT) to provide new terminal contact gates suitable to accommodate new large aircraft. Project - related impacts to the transportation system surrounding the airport were determined. Potential intersection improvements were identified and evaluated for all study facilities that could be impacted due to the reconfiguration of the TBIT. 2. Stantec 38 Technology Drive, Suite 100 Irvine, California 92618 Recent representative projects include: John Wayne Airport (JWA): Prepared the supplemental FIR traffic study to evaluate the impacts due to the construction activities related to the airport's Implementation Plan and the increased onsite traffic volume related to increased passenger volumes of 10.8 MAP. Page toff Exhibit A Exhibit A Los Angeles International Airport: Stantec was part of a team retained by the County of Los Angeles to review the EIR for the proposed Master Plan for LAX. Stantec reviewed the transportation section of the FIR and evaluated that section in relation to impacts on the local street system in the surrounding unincorporated County area. San Bernardino International Airport: Provided traffic impact analyses for a variety of projects including providing a terminal for scheduled passenger air service, modifying passenger drop off facilities in front of the terminal, improving parking, and providing charter air services. Fehr & Peers received a higher combined score for the written and interview portions of the evaluations. The Evaluation Committee recommended that an agreement be negotiated with Fehr & Peers and submitted for Board of Supervisors approval. Architect - Engineer Slate for Aviation Analysis A Qualifications Review Committee (the Committee) comprised of three (3) John Wayne Airport (JWA) staff evaluated the written statement of qualifications (SOQs) from the one firm that responded to the Request for Qualifications (RFQ), AECOM. The Committee scored the SOQ submitted by this firm, based on the following criteria: (i) technical expertise; (ii) key personnel and references; (iii) project approach and understanding; and (iv) project management experience and (v) organization and completeness of SOQ submittal. The firm was invited to interview on June 13th, 2013 at JWA's Administration Building, 3160 Airway Ave., Costa Mesa. The Committee evaluated AECOM's responses to a standard list of questions and was judged for: (i) presentation content and quality; (ii) firm's information and relevant experience; (iii) proposed project team; and (iv) understanding of the scope of work. Final ranking was determined by the combination of evaluation scores for the SOQs (50 %) and the interviews (50 %) which reflected the extent to which the firm had demonstrated the competence and professional qualifications necessary for the satisfactory performance of the services required for this project. AECOM met the following Statement of Qualifications requirements: • Relevant qualifications and experience of proposed staff • Depth of expertise in aviation analysis • Suitability of the proposed team for the scope of work • Firm's ability to respond and capacity to provide services needed. The Evaluation Committee recommended that an agreement be negotiated with AECOM and submitted for Board of Supervisors approval. 4 Page It Exhibit A Exhibit A Architect - Engineer Slate for Noise Analysis A Qualifications Review Committee (the Committee) comprised of three (3) John Wayne Airport (JWA) staff evaluated the written statement of qualifications (SOQs) from the one firm that responded to the Request for Qualifications (RFQ), Landrum & Brown. The Committee scored the SOQ submitted by this firm, based on the following criteria: (i) technical expertise; (ii) key personnel and references; (iii) project approach and understanding; and (iv) project management experience and (v) organization and completeness of SOQ submittal. The firm was invited to interview on June 10th, 2013 at JWA's Administration Building, 3160 Airway Ave., Costa Mesa. The Committee evaluated Landrum & Brown's responses to a standard list of questions and was judged for: (i) presentation content and quality; (ii) firm's information and relevant experience; (iii) proposed project team; and (iv) understanding of the scope of work. Final ranking was determined by the combination of evaluation scores for the SOQs (50 %) and the interviews (50 %) which reflected the extent to which the firm had demonstrated the competence and professional qualifications necessary for the satisfactory performance of the services required for this project. Landrum & Brown met the following Statement of Qualifications requirements: • Relevant qualifications and experience of proposed staff • Depth of expertise in aviation analysis • Suitability of the proposed team for the scope of work • Firm's ability to respond and capacity to provide services needed. The Evaluation Committee recommended that an agreement be negotiated with Landrum & Brown and submitted for Board of Supervisors approval. Architect- Engineer Slate for EIR Preparation A Qualifications Review Committee (the Committee) comprised of two (2) John Wayne Airport (JWA) staff and one staff member from the City of Newport Beach evaluated written statements of qualifications (SOQs) from two (2) firms that responded to the Request for Qualifications (RFQ). These firms are (in alphabetical order): • BonTerra Consulting • Green ECS The Committee ranked the SOQs submitted by these firms, based on the following criteria: (i) technical expertise; (ii) key personnel and references; (iii) project approach and understanding; and (iv) project management experience and (v) organization and completeness of SOQ submittal. Page 4of6 Exhibit A Exhibit A Green ECS did not meet the SOQ submittal requirements. The content of the Green ECS submittal did not demonstrate the competence and professional qualifications necessary for the satisfactory performance of the services required for this project. BonTerra consulting met the SOQ requirements, was short- listed and invited to interview on June 11th, 2013 at JWA's Administration Building, 3160 Airway Ave., Costa Mesa. The Committee evaluated BonTerra Consulting's responses to a standard list of questions and was judged for: (i) presentation content and quality; (ii) firm's information and relevant experience; (iii) proposed project team; and (iv) understanding of the scope of work. Final ranking was determined by the combination of evaluation scores for the SOQ (50 %) and the interview (50 %) which reflected the extent to which each firm had demonstrated the competence and professional qualifications necessary for the satisfactory performance of the services required for this project. BonTerra Consulting met the following Statement of Qualifications requirements: • Relevant qualifications and experience of proposed staff • Depth of expertise in aviation analysis • Suitability of the proposed team for the scope of work • Firm's ability to respond and capacity to provide services needed. The Evaluation Committee recommended that an agreement be negotiated with BonTerra Consulting and submitted for Board of Supervisors approval. Page I of Exhibit JOHN WAYNE AIRPORT A -E Air Quality Analysis Services Project No. 280 - 280 - 1900- P312 -A WRITTEN PROPOSAL EVALUATION SUMMARY (50% of Total Score) Page 1Tf� Firm: Environ PCR Green ECS Evaluator Evaluation Criteria Weight Score W'S Score W'S Score WS 0 -5 0 -5 0 -5 FIRM'S QUALIFICATIONS & EXPERTISE 30 4.5- 135.0 4- 120.0 1.5 = 45.0 KEY PERSONNEL & TECHNICAL 30 5 - 150.0 4 120.0 1.5 45.0 EXPERTISE ' APPROACH /UNDERSTANDING 20 5 100.0 4' 80.0 1.5 30.0 PROJECT MANAGEMENT 10 4.5 • 45.0 4.5' 45.0 1.5 ' 15.0 1ORGANIZATION AND COMPLETENESS 10 4 - 40.0 4.5 • 45.0 1 10.0 OF WRITTEN SOD Subtotal: 470.0. 410.0 145.0 FIRM'S QUALIFICATIONS & EXPERTISE 30 5 - 150.0 5 150.0 1 30.0 KEY PERSONNEL & TECHNICAL 30 4.5 135.0 4 120.0 1 30.0 EXPERTISE Z APPROACH /UNDERSTANDING 20 4.5 - 90.0 5 - 100.0 0 0.0 PROJECT MANAGEMENT 10 5 - 50.0 4.5 45.0 0 0.0 ORGANIZATION AND COMPLETENESS 10 5 50.0 4.5 45.0 0 0.0 OF WRITTEN Soo Subtotal: 475.0 - 460.0 60.0 FIRM'S QUALIFICATIONS & EXPERTISE 30 4 120.0 4 120.0 1 30.0 KEY PERSONNEL & TECHNICAL 30 4 120.0 4 120.0 0 0.0 EXPERTISE 3 APPROACH / UNDERSTANDING 20 4.5- 90.0 4.5 90.0 0 0.0 PROJECT MANAGEMENT 10 4 40.0 4 40.0 1 10.0 ORGANIZATION AND COMPLETENESS 10 4.5 45.0 4.5 45.0 1 10.0 OF WRITTEN Soo Subtotal: 415.0 • 415.0 • 50.0' Total: 1360.0 • 1285.0 - 255.0 Percentage: 91% 86% 17% Page 1Tf� Exhibit JOHN WAYNE AIRPORT A -E Air Quality Analysis Services Project No. 280 - 280 - 1900- P312 -A INTERVIEW PROPOSAL EVALUATION SUMMARY (50% of Total Score) �es Page 2 -7 51 Firm: Environ PCR Evaluator Evaluation Criteria Weight SO W'S Score W'S 5e PRESENTATION CONTENT AND QUALITY 20 5 100.0 4 80.0 FIRM INFORMATION AND RELEVANT 1 EXPERIENCE 30 4.5 135.0 3.5 105.0 PROPOSED PROJECT TEAM 25 5 125.0 4 100.0 SCOPE OF WORK UNDERSTANDING 25 5 125.0 4 - 100.0 Subtotal: 485.0 ' 385.0 PRESENTATION CONTENT AND QUALITY 20 5 100.0 4 80.0 FIRM INFORMATION AND RELEVANT 2 EXPERIENCE 30 5 150.0 3.5 105.0 PROPOSED PROJECT TEAM 25 5 125.0 4 ' 100.0 SCOPE OF WORK UNDERSTANDING 25 5 125.0 4 100.0 Subtotal: 500.0 385.0 PRESENTATION CONTENT AND 20 5 100.0 4 80.0 QUALITY FIRM INFORMATION AND RELEVANT 3 EXPERIENCE 30 4.5 135.0 4 120.0 PROPOSED PROJECT TEAM 25 5 125.0 4 100.0 SCOPE OF WORK UNDERSTANDING 25 5 ' 125.0 4 100.0 Subtotal: 485.0 ' 400.0 Total: 14-1 1170.0 - Percentage: 98% - 78% - �es Page 2 -7 51 JOHN WAYNE AIRPORT Exhibit B A -E Air Quality Analysis Services Project No. 280 - 280 - 1900- P312 -A OVERALL PROPOSAL EVALUATION SUMMARY Written Proposal Evaluation Summary (50% of Total) Evaluator Environ PCR 1 470.00 410.00 2 475.00 460.00 3 415.00 415.00 Subtotal 1360 1285 Interview Evaluation Summary (50% of Total) Evaluator Environ PCR 1 485 385 2 500 385 3 485 400 Subtotal 1470 1170 Combined Evaluation Summary Page 3_pt�5 Environ PCR Total 2830 2455 ' Percentage of Total Available Points 94% 82% Ranking 1 2 Page 3_pt�5 Exhibit B JOHN WAYNE AIRPORT A -E Traffic and Circulation Analysis Services Project No. 280 - 280 - 1900- P312 -B WRITTEN PROPOSAL EVALUATION SUMMARY (50% of Total Score) Page 4 :r, Firm: Fehr & Peers Stantec Evaluator Evaluation Criteria Weight SO W`S Sc W'S Se se FIRM'S QUALIFICATIONS & EXPERTISE 30 4.5 135.0 4.5 135.0 KEY PERSONNEL & TECHNICAL EXPERTISE 30 4 120.0 4.5 135.0 7 APPROACH / UNDERSTANDING 20 4 80.0 4 80.0 PROJECT MANAGEMENT 10 4 40.0 4 40.0 ORGANIZATION AND COMPLETENESS OF WRITTEN Soo 10 4 40.0 4 40.0 Subtotal: 415.0 430.0 FIRM'S QUALIFICATIONS & EXPERTISE 30 3.5 105.0 4.5 135.0 KEY PERSONNEL & TECHNICAL 30 3.5 105.0 4.5 135.0 EXPERTISE ,1 APPROACH / UNDERSTANDING 20 4 80.0 4.5 90.0 PROJECT MANAGEMENT 10 3.5 35.0 4 40.0 ORGANIZATION AND COMPLETENESS OF WRITTEN SOO 10 4 40.0 4 40.0 Subtotal: 365.0 440.0 FIRM'S QUALIFICATIONS & EXPERTISE 30 4.5 135.0 4 120.0 KEY PERSONNEL & TECHNICAL 30 4 120.0 4 120.0 _ EXPERTISE ,3 APPROACH l UNDERSTANDING 20 4 80.0 4 80.0 PROJECT MANAGEMENT 10 3.5 35.0 4 1 40.0 ORGANIZATION AND COMPLETENESS 10 OF WRITTEN Soo 5 50.0 5 50.0 Subtotal: 420.0 410.0 Total: 1200.0 - 1280.0 Percentage: 80% ' 85% Page 4 :r, Exhibit B JOHN WAYNE AIRPORT C A -E Traffic and Circulation Analysis Services Project No. 280 - 280 - 1900- P312 -B INTERVIEW PROPOSAL EVALUATION SUMMARY (50% of Total Score) Page 5 Q 1 Firm: Fehr & Peers Stantec Evaluator Evaluation Criteria Weight Score W*S SO W S 5e PRESENTATION CONTENT AND QUALITY 20 4.5 90.0 3.5 70.0 FIRM INFORMATION AND RELEVANT EXPERIENCE 30 4.5 135.0 4 120.0 7 PROPOSED PROJECT TEAM 25 4.5 112.5 4.5 112.5 SCOPE OF WORK UNDERSTANDING 25 4.5 112.5 4 100.0 Subtotal: 450.0 402.5 PRESENTATION CONTENT AND QUALITY 20 4.5 90.0 4 80.0 FIRM INFORMATION AND RELEVANT EXPERIENCE 30 4.5 135.0 4 120.0 Z PROPOSED PROJECT TEAM 25 4.5 112.5 4 100.0 SCOPE OF WORK UNDERSTANDING 25 4.5 112.5 4 100.0 Subtotal: 450.0 400.0 PRESENTATION CONTENT AND QUALITY 20 5 100.0 4 80.0 FIRM INFORMATION AND RELEVANT 30 5 EXPERIENCE 150.0 4.5 135.0 3 PROPOSED PROJECT TEAM 25 5 125.0 4.5 112.5 SCOPE OF WORK UNDERSTANDING 25 4.5 112.5 5 125.0 Subtotal: 487.5 452.5 Total: 1387.5 ' 1255.0 Percentage: 93% ' 84% Page 5 Q 1 C Exhibit B JOHN WAYNE AIRPORT A -E Traffic and Circulation Analysis Services Project No. 280 - 280 - 1900- P312 -B OVERALL PROPOSAL EVALUATION SUMMARY Written Proposal Evaluation Summary (50% of Total) Evaluator Fehr & Peers Stantec 1 415.00 430.00 2 365.00 440.00 3 420.00 410.00 Subtotal 1200 1280 Interview Evaluation Summary (50% of Total) Evaluator Fehr & Peers Stantec 1 450 402.5 2 450 400 3 487.5 452.5 Subtotal 1387.5 1255 Combined Evaluation Summary Page 6,qf e Fehr & Peers Stantec Total 2587.5 • 2535 Percentage of Total Available Points 86% 85% Ranking 1 2 Page 6,qf e Exhibit B JOHN WAYNE AIRPORT A -E Aviation Analysis Services C Project No. 280 - 280 - 1900- P312 -C WRITTEN PROPOSAL EVALUATION SUMMARY (50% of Total Score) Page 7, y Firm: AECOM Evaluator Evaluation Criteria Weight Sc 5e W*S FIRM'S QUALIFICATIONS & EXPERTISE 30 4.5 135.0 KEY PERSONNEL & TECHNICAL EXPERTISE 30 4.5 135.0 ' APPROACH /UNDERSTANDING 20 4.5 90.0 PROJECT MANAGEMENT 10 5 50.0 ORGANIZATION AND COMPLETENESS OF WRITTEN Soo 10 4.5 45.0 Subtotal: 455.0 FIRM'S QUALIFICATIONS & EXPERTISE 30 4 120.0 KEY PERSONNEL & TECHNICAL EXPERTISE 30 4 120.0 2 APPROACH /UNDERSTANDING 20 5 100.0 PROJECT MANAGEMENT 10 4 40.0 ORGANIZATION AND COMPLETENESS OF WRITTEN Soo 10 4 40.0 Subtotal: 420.0 FIRM'S QUALIFICATIONS & EXPERTISE 30 4.5 135.0 KEY PERSONNEL & TECHNICAL EXPERTISE 30 4.5 135.0 3 APPROACH / UNDERSTANDING 20 4.5 90.0 PROJECT MANAGEMENT 10 4.5 45.0 ORGANIZATION AND COMPLETENESS OF WRITTEN Soo 10 4 40.0 Subtotal: 445.0 Totall 1320.0 ' Percentage:1 88% ' Page 7, y Exhibit B JOHN WAYNE AIRPORT A -E Aviation Analysis Services Project No. 280 - 280 - 1900- P312 -C INTERVIEW PROPOSAL EVALUATION SUMMARY (50% of Total Score) Page B-Qf- Firm: AECOM Evaluator Evaluation Criteria Weight Sc 5e W'S PRESENTATION CONTENT AND QUALITY 20 4.5 90.0 i FIRM INFORMATION AND RELEVANT EXPERIENCE 30 5 150.0 PROPOSED PROJECT TEAM 25 5 125.0 SCOPE OF WORK UNDERSTANDING 25 5 125.0 Subtotal: 490.0 PRESENTATION CONTENT AND QUALITY 20 4 80.0 2 FIRM INFORMATION AND RELEVANT EXPERIENCE 30 4 120.0 PROPOSED PROJECT TEAM 25 4 100.0 SCOPE OF WORK UNDERSTANDING 25 5 125.0 Subtotal: 425.0 PRESENTATION CONTENT AND QUALITY 20 4.5 90.0 3 FIRM INFORMATION AND RELEVANT EXPERIENCE 30 4.5 135.0 PROPOSED PROJECT TEAM 25 4.5 112.5 SCOPE OF WORK UNDERSTANDING 25 4.5 112.5 Subtotal: 450.0 Total: 1 1365.0 Percentage: 91% Page B-Qf- CI Exhibit B JOHN WAYNE AIRPORT A -E Aviation Analysis Services Project No. 280- 280 - 1900- P312 -C OVERALL PROPOSAL EVALUATION SUMMARY Written Proposal Evaluation Summary (50% of Total) Evaluator AECOM 1 455.00 2 420.00 3 445.00 Subtotal 1320 Interview Evaluation Summary (50% of Total) Evaluator AECOM 1 490 2 425 3 450 Subtotal 1365 Combined Evaluation Summary Page 9!q 7, AECOM Total 2685 " Percentage of Total Available Points 90% Ranking 1 Page 9!q 7, .n l Exhibit JOHN WAYNE AIRPORT A -E Noise Analysis Services Project No. 280 - 280 - 1900- P312 -D WRITTEN PROPOSAL.EVALUATION SUMMARY (50% of Total Score) Page 11 J,5 Firm: Landrum & Brown Evaluator Evaluation Criteria Weight Scc 5e W"S FIRM'S QUALIFICATIONS & EXPERTISE 30 5 150.0 KEY PERSONNEL & TECHNICAL EXPERTISE 30 5 150.0 APPROACH /UNDERSTANDING 20 5 100.0 tf PROJECT MANAGEMENT 10 5 50.0 ORGANIZATION AND COMPLETENESS OF WRITTEN SOO 10 4 40.0 Subtotal: 490.0 FIRM'S QUALIFICATIONS & EXPERTISE 30 5 150.0 KEY PERSONNEL & TECHNICAL EXPERTISE 30 5 150.0 APPROACH l UNDERSTANDING 20 5 100.0 2 PROJECT MANAGEMENT 10 5 50.0 ORGANIZATION AND COMPLETENESS OF WRITTEN Soo 10 5 50.0 Subtotal: 500.0 FIRM'S QUALIFICATIONS & EXPERTISE 30 1 5 150.0 KEY PERSONNEL & TECHNICAL EXPERTISE 30 5 150.0 APPROACH l UNDERSTANDING 20 5 100.0 3 PROJECT MANAGEMENT 10 4 40.0 ORGANIZATION AND COMPLETENESS OF WRITTEN Soo 10 5 50.0 Subtotal: 490.0 Total: 1480.0 Percentage: 99% Page 11 J,5 Exhibit JOHN WAYNE AIRPORT A -E Noise Analysis Services Project No. 280 - 280 - 1900- P312 -D INTERVIEW PROPOSAL EVALUATION SUMMARY (50% of Total Score) Page 1 1-gf5 Firm: Landrum & Brown Evaluator Evaluation Criteria Weight Sc 5e WS PRESENTATION CONTENT AND QUALITY 20 4 80.0 FIRM INFORMATION AND RELEVANT EXPERIENCE 30 5 150.0 1' PROPOSED PROJECT TEAM 25 5 125.0 SCOPE OF WORK UNDERSTANDING 25 5 125.0 Subtotal: 480.0 PRESENTATION CONTENT AND QUALITY 20 4 80.0 FIRM INFORMATION AND RELEVANT EXPERIENCE 30 5 150.0 2 PROPOSED PROJECT TEAM 25 5 125.0 SCOPE OF WORK UNDERSTANDING 25 5 125.0 Subtotal: 480.0 PRESENTATION CONTENT AND QUALITY 20 4 80.0 FIRM INFORMATION AND RELEVANT EXPERIENCE 30 5 1 150.0 3 PROPOSED PROJECT TEAM 25 5 125.0 SCOPE OF WORK UNDERSTANDING 25 5 125.0 Subtotal: 480.0 Total: 1440.0 Percentage: 96% Page 1 1-gf5 JOHN WAYNE AIRPORT Exhibit B A -E Noise Analysis Services Project No. 280 - 280 - 1900- P312 -D OVERALL PROPOSAL EVALUATION SUMMARY CWritten Proposal Evaluation Summary (50% of Total) Evaluator Landrum & Brown 1 490.00 2 500.00 3 490.00 Subtotal 1480 Interview Evaluation Summary (50% of Total) Evaluator Landrum & Brown 1 480 2 480 3 480 Subtotal 1440 Combined Evaluation Summary Page 1f J.5 Landrum & Brown Total 2920 Percentage of Total Available Points 97% ' Ranking 1 Page 1f J.5 I Exhibit JOHN WAYNE AIRPORT A -E Services for JWA Settlement Agreement Amendment EIR Preparation Project No. 280 - 280 - 1900- P312 -E WRITTEN PROPOSAL EVALUATION SUMMARY, (50% of Total Scorel Page 1 1, -4 Firm: Bon Terra Green ECS Evaluator Evaluation Criteria Weight SO W S SO-5e W S Se FIRM'S QUALIFICATIONS & EXPERTISE 25 5 125.0 1 25.0 KEY PERSONNEL & TECHNICAL EXPERTISE 25 5 125.0 0 0.0 ,I APPROACH / UNDERSTANDING 25 5 125.0 0 0.0 PROJECT MANAGEMENT 15 5 75.0 0 0.0 ORGANIZATION AND COMPLETENESS OF WRITTEN SOQ 10 4.5 4$.0 0 0.0 Subtotal: 495.0 25.0 FIRM'S QUALIFICATIONS & EXPERTISE 25 5 125.0 0 0.0 KEY PERSONNEL & TECHNICAL EXPERTISE 25 5 125.0 0 0.0 ,1 APPROACH / UNDERSTANDING 25 5 1 125.0 0 0.0 PROJECT MANAGEMENT 15 4 60.0 1 15.0 ORGANIZATION AND COMPLETENESS OF WRITTEN SOQ 10 4 40.0 0 0.0 Subtotal: 475.0 15.0 FIRM'S QUALIFICATIONS & EXPERTISE 25 5 125.0 1 25.0 KEY PERSONNEL & TECHNICAL EXPERTISE 25 5 125.0 0 0.0 3 APPROACH /UNDERSTANDING 25 5 125.0 0 0.0 PROJECT MANAGEMENT 15 5 75.0 1 15.0 ORGANIZATION AND COMPLETENESS OF WRITTEN Soo 10 5 50.0 1 10.0 Subtotal: 500.0 50.0 Total: 1470.0 ' 90.0" Percentage: 98% 6% Page 1 1, -4 Exhibit JOHN WAYNE AIRPORT A -E Services for JWA Settlement Agreement Amendment EIR Preparation Project No. 280 - 280 - 1900- P312 -E INTERVIEW PROPOSAL EVALUATION SUMMARY (50% of Total Score) Page 14 1 Firm: Bon Terra Evaluator Evaluation Criteria Weight Score WS PRESENTATION CONTENT AND QUALITY 20 5 100.0 FIRM INFORMATION AND RELEVANT EXPERIENCE 30 5 150.0 PROPOSED PROJECT TEAM 25 4 100.0 SCOPE OF WORK UNDERSTANDING 25 5 125.0 Subtotal: 475.0 PRESENTATION CONTENT AND QUALITY 20 4 80.0 FIRM INFORMATION AND RELEVANT EXPERIENCE 30 5 150.0 2 PROPOSED PROJECT TEAM 25 5 125.0 SCOPE OF WORK UNDERSTANDING 25 5 125.0 Subtotal: 480.0 PRESENTATION CONTENT AND QUALITY 20 4 80.0 FIRM INFORMATION AND RELEVANT EXPERIENCE 30 5 150.0 3 PROPOSED PROJECT TEAM 25 4.5 112.5 SCOPE OF WORK UNDERSTANDING 25 4.5 112.5 Subtotal: 455.0 Total: 1410.0 i Percentage: 94% Page 14 1 JOHN WAYNE AIRPORT Exhibit B A -E Services of JWA Settlement Agreement Amendment EIR Preparation Project No. 280 - 280 - 1900- P312 -E OVERALL PROPOSAL EVALUATION SUMMARY Written Proposal Evaluation Summary (50% of Total) Evaluator Bon Terra 1 495.00 2 475.00 3 500.00 Subtotal 1470 Interview Evaluation Summary (50% of Total) Evaluator Bon Terra 1 475 2 480 3 455 Subtotal 1410 Combined Evaluation Summary Page 15,gf }; Bon Terra Total 2880 Percentage of Total Available Points 96% Ranking 1 Page 15,gf }; Exhibit C Environ Page 1 of 105 30 m m N 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Air Quality Analysis Services 280 -280- 1900- P312 -A FIRM: E-hV Ir0� A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: 6/3 /L0! 3 EVALUATION CRITERIA WEIGHT �2 m x s Q 0 SCORE WEIGHT x SCORE COMMENTS Firm's Quailfications & Expertise Firm information, office location, etc. Specific airport air quality analysis experience Demonstrated experience of air quality scope of 30 3 5 work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications Proposed organization chart 30 I O Subcontractor qualifications References, licenses and certifications - ApproachlUnderstanding of Project Understanding of project scope and objectives Ability to perform airport operations technical air 5 quality modeling and analysis too Methods of approaching air quality analysis and technical report for inclusion in Environmental Impact Report (EIR) 20 Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Ability to integrate analysis of SCAQMD requirements Public information support Project Management �2 m x s Q 0 Ability to manage air quality analysis in the context of an EIR team Management of any subcontractors, if needed Organization and Completeness of Written SOO Submittal Ability to follow RFQ directions and meet SOQ requirements n Overall quality of written submittal 10 Commitment to provide available staff for the project TOTAL SCORE* Evaluator: 1 v m m w 0 0 * Maximum total score = 500 points to✓ Date: 6l3 /'2ai3 32 M x s Q 0 v d A O 0 Agency /Department: John Wayne Airoort/Facilities Project: A -E Air Quality Analysis Services 280 - 280 - 1900- P312 -A FIRM: Citivit�v. A -E SELECTION— REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: 61(-U 'W t 3 EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT SCORE COMMENTS Presentation ContentandiQuality_ _ �_ Quality and content of presentation Communication skills, organization, and clarity 20 /00 Compatibility of team members Firm Information,and Relevant Ex erience,_ - Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport operations air quality modeling and analysis 30 Project descriptions and specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes Proposed Project Team Breadth and technical expertise of the team members Skills of project manager technical support staff 25 Complementing strengths of team members Reponses to specific air quality analysis questions 3 7 0 33 M x s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and 25 2 7 associated EIR air quality analysis Responses to specific questions related to knowledge of the scope of work s'O TOTAL SCORE* Evaluator: I v d N O O tit Maximum total score = 500 points Date: 34 m X s Q 0 m m 0 0 AgencylDepartment: John Wayne Airport/Facilities Project: A -E Air Quality Analysis Services 280- 280 - 1900- P312 -A A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: etW I "fq Date: S 12q /i 3 EVALUATION CRITERIA WEIGHT SCORE WEIGHT x SCORE COMMENTS Flrm',s Qualifications & Ex ruse Firm information, office location, etc. "Dc�.�,�sk+— ..i"c -!� - encc(i..,..fi• n��o�/1 uw„i- �,».. -L Specific airport air quality analysis experience -h, �, ,� c1,1 ..L�.+..� a,• S r�n�_7 S1 Demonstrated experience of air quality scope of 30 S 1507 J L,, 5, 4vs E 1,9-1 work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications �"`Y�n`'n� .rf- �a,,,.� )� r-c�v... a�� ✓-� �n�4n ti... -rte Proposed organization chart 30 J Subcontractor qualifications References, licenses and certifications Approach/Understanding Approach/Understanding of Project Understanding of project scope and objectives �b+rd -fY�cf (�pmmuv�iGG.fG4 res�l+c� iv ��(,1,L Ability to perform airport operations technical air quality modeling and analysis Methods of approaching air quality analysis and nb)s "F ;c-v � 4- technical report for inclusion in Environmental Impact Report (EIR) 20 �'� �l7 (7�fi.ir— ,ti- °'°"5 r."'`e"Li f7 'l i- 0-- •-2-tg �q �ie.<..� .(2 7-141 - Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Ability to integrate analysis of SCAQMD requirements Public information support �5 M X s Q 0 Project Management Ability to manage air quality analysis in the content of an EIR team 10 �� Management of any subcontractors, if needed Jr Organization and Completeness of Written SOO Submittal Ability to follow RFO directions and meet SOO�c requirements Sv Overall quality of written submittal 10 S Commitment to provide available staff for the project TOTAL SCORE* `t S Maximum total score = 500 points Evaluator: 2 Date: J512al //3 m d m J O O Ut m Q 0 d m 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Air Quality Analysis Services 280- 280 - 7900- P312 -A FIRM: LNJvit2u rJ A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: U /12//3 EVALUATION CRITERIA WEIGHT SCORE WEIGHT x SCORE COMMENTS Presents —lion Content and Quall ' Quality and content of presentation tizy�.i�) 5 Communication skills, organization, and clarity 20 00 Compatibility of team members Firm Informationtand RelevanUEx _ rience Ability to respond and provide services listed in 2- 1 -,c.✓6 Cate — S11pa -I scope of work Responsiveness and demonstrated experience in preparing airport operations air quality modeling T..koi d '�s and analysis 30 5" /9-0 4 NAP Project descriptions and specific experience Oa ch. ao. . related to scope of work �„o.^ic ..r) i, Oj E-%. s.-.l5 Ability to prepare a technical report to be used for EIR purposes Proposedgy Project Team - Breadth and technical expertise of the team members jk•^ -,� ^� Skills of project manager technical support staff 5 I �� W/O�G lraclKl T', x�QM%J 25 Complementing strengths of team members Reponses to specific air quality analysis questions m x s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work cz ' t�^ ^� t,�,3ti.+ 1 topic areas «, g o qw <,fi Knowledge of JWA Settlement Agreement and 25 � S ' associated EIR air quality analysis Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* S° Evaluator: m d 0 0 . Maximum total score = 500 points Date: 7 m Q 0 v m m 0 0 0 Agency /Department: John Wayne Airporl/Facilities Project: A -E Air Quality Analysis Services 280 - 280 - 1900- P312 -A A -E SELECTION - REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: tWV-1 I4Q OJT/ Date: (Z2 13 / 13 EVALUATION CRITERIA WEIGHT SCORE (0.5) WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. _ EXe'lpGc-eN % P t TI.(OW4 K ^&-/y Y-M Ot4s D N� Specific airport air quality analysis experience f$ 01>-D O Demonstrated experience of air quality scope of 30 / 15X P work ''11 Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications _�(4- +y I FfF0 Proposed organization chart 30 / "( [ 1 D t'M r /�ZeL��LQ7uf7 G(ilJ1= fc �-YP aY Subcontractor qualfcations References, licenses and certifications ApproachlUnderstanding of Project Understanding of project scope and objectives Ability to perform airport operations technical air ,. (.Lf�iP er— pf quality modeling and analysis Methods of approaching air quality analysis and technical report for inclusion in Environmental Impact Report (EIR) 20 Ability to work with other firms in a team formal (air, noise, aviation and EIR firms) Ability to integrate analysis of SCAQMD requirements Public information support 39 m X s Q n Project Management Ability to manage air quality analysis in the content �./..f S �� ez ez, /AQ -6Cp of an EIR team Management of any subcontractors, if needed 10 C) Organization and Completeness of Written SOO Submittal Ability to follow RFO directions and meet SOO u,ESU W✓�„t- �T� -�,�. requirements r �IC96-N5t✓C 'P�'LULgj'JvLY( -ES Overall quality of written submittal 10 Commitment to provide available staff for the �L uA"Z( -F f � �, y project TOTAL SCORE* u 0S (557o 0 Maximum total score = 500 points Evaluator: (--71 Date: r0 /�s A ? v m m 0 0 40 m Q O m m N O 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Air Quality Analysis Services 280- 280 - 1900- P312 -A FIRM: 61VI P —tiles} A -E SELECTION- REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: b( I -a-/ r 3 EVALUATION CRITERIA WEIGHT SCORE WEIGHT SCORE COMMENTS Presentation Content and Quality Quality and content of presentation�a�1"TftiCto r'� Communication skills, organization, and clarity 20 �LG7 � GH � S•t� 'T� �p�„z5 Tm�-t S L'X (�G'Yt.l L`hr.C� 'Sttran %`� Compatibility of team members Finn Information and Relevant Experience Ability to respond and provide services listed in Tt (Otis _Aa rt C-1 1L. scope of work )� VJDI{LjL Responsiveness and demonstrated experience in _ �wA- ry��t� yv�u)De;t.t tN Cr TZ-c.cl Nk preparing airport operations air quality modeling and analysis y 30 1 �S _ (�iRYm+ i Iaj t �vfvtao �teP�� Project descriptions and specific experience �r� 1 .P LIT t4A-1 tort c f 'r related to scope of work ✓ L5 ftc� UfcZL Ability to prepare a technical report to be used for EIR purposes Proposed Project Team Breadth and technical expertise of the team Vey-,( C Kper-mt tc-c-T members Skills of project manager technical support staff 25 ?� r N"� "T�✓� Complementing strengths of team members Reponses to specific air quality analysis questions 41 m x s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work � ptM� topic areas �U.t- lf�-✓zS -Gt�DS Tt� � wt��Z- r^'+r.GE o*z Knowledge of JWA Settlement Agreement and 25 associated EIR air quality analysis Responses to specific questions related to S- knowledge of the scope of work TOTAL SCORE* . Maximum total score = 500 points Evaluator: G Date: CO ( 12 1 �3 v d m w 0 0 42 x Q 0 Exhibit C PCR Services Page 14 of 10, 3 m m 0 0 AgencylDepartment: John Wayne Airport/Facilities Project: A -E Air Quality Analysis Services 280 - 280 - 1900- P312 -A A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: F C� K Date: 6 / j1W /3 EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT z SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. Specific airport air quality analysis experience Demonstrated experience of air quality scope of 30 I 41 ` work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications Proposed organization chart 30 / ( `l 20 Subcontractor qualifications References, licenses and certifications Approach/Understanding of Project Understanding of project scope and objectives Ability to perform airport operations technical air quality modeling and analysis Methods of approaching air quality analysis and oo^^ OV technical report for inclusion in Environmental Impact Report (EIR) 20 Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Ability to integrate analysis of SCAQMD requirements Public information support Project Management 44 m X s Q 0 Ability to manage air quality analysis in the context of an EIR team O �' _ L Management of any subcontractors, if needed Organization and Completeness of Written SOO Submittal Ability to follow RFO directions and meet SOO requirements Overall quality of written submittal 10 U i l l . Commitment to provide available staff for the project LI to TOTAL SCORE* • Maximum total score = 500 points Evaluator: l Date: 61-3Isol m m m 'm 0 0 4,5 m X s Q 0 v m m 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Air Quality Analysis Services 280 -280- 1900- P312 -A A -E SELECTION– REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW FIRM: ?C �_ Date: &l l'L *3 EVALUATION CRITERIA WEIGHT SCORE WEIGHT SCORE COMMENTS (0 -5) Presenta`tlon;Contentand?Quali L J'� Quality and content of presentation Communication skills, organization, and clarity 20 (rl Q Ov Compatibility of team members Fivb,J nfonnatton +and�RelevantjEx —rience l _ Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport operations air quality modeling and analysis 30 27 • i O J Project descriptions and specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes Pro sedlPfo'cVTeam Breadth and technical expertise of the team members Skills of project manager technical support staff 25 (DO Complementing strengths of team members Reponses to specific air quality analysis questions -1 O J 40 M X s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and associated EIR air quality analysis Z rJ I 0 0 Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* 3 S5 Evaluator: I v m m 'm 0 0 ' Maximum total score = 500 points Date: 47 M x s Q 0 d m 0 0 AgencylDepartment: John Wayne Airport/Facilities; Project: A -E Air quality Analysis Services 280- 280. 1900- P312 -A FIRM: IPG 12 A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: EVALUATION CRITERIA WEIGHT SCORE WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. till rl(ev . Specific airport air quality analysis experience 4, L,NVJA, Demonstrated experience of air quality scope of 30 S S� work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications Proposed organization chart 30 4 Subcontractor qualifications )2-0 References, licenses and certifications Approach/Understanding of Pro act Understanding of project scope and objectives �` t t t4. °'"� ks `7�-� n (J rc,i u,m Ability to perform airport operations technical air �+'O� ^ z""+•'•'P 4 S moo^, n cLs f, quality modeling and analysis Methods of approaching air quality analysis and technical report for inclusion in Environmental Impact Report(EIR) 20 Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Ability to integrate analysis of SCAQMD requirements Public information support 42 x s Q 0 Project Management Ability to manage air quality analysis in the context of an EIR team 'j�...o�S Fa- �.�-cd F 1� 1, +,� }� wyfG �" SN2 -(r < Management of any subcontractors , if needed 10 Organization and Completeness of Written SOO submittal Ability to follow RFQ directions and meet SOQ requirements Overall quality of written submittal 10 • S �S — Sty i.-.c t t�N ��� �..i ��� Commitment to provide available staff for the project TOTAL SCORE* Maximum total score = 500 points Evaluator. (-4— Date: 512-q v m m N O O O Ut 49 M Q 0 m 0 Agency /Department: John Wavne Airport/Facilities Project: A -E Air Quality Analysis Services 280 - 280 - 1900- P312 -A FIRM: fPCo- A -E SELECTION- REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: EVALUATION CRITERIA WEIGHT SCORE (0-5) WEIGHT SCORE COMMENTS Presentation Content and Quality - - - - - -- Quality and content of presentation �"`^� 5an o+•�n c..� (�agan�� -.� Communication skills, organization, and clarity 20 Compatibility of team members Firm Information and 'Relevant'Ex rience Ability to respond and provide services listed in scope of work 0�- S'a4ti,r L4�'Jp Lfw5 Responsiveness and demonstrated experience in �1a• /l7 S preparing airport operations air quality modeling J�,S �u� tip+ o-bri- -}v Gns,.. --�✓ °!t --�. q�sa'°"S and analysis 30 - Project descriptions and specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes Pro ed "'Pro ect Team Breadth and technical expertise of the team QG /^kr2/� aJve�(J members „04- un� 4!1 -Far Skills of project manager technical support staff / �� c t4L,, I-° 25 a--.1 Complementing strengths of team members Reponses to specific air quality analysis questions 150 M x s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work /gym r /J topic areas Knowledge of JWA Settlement Agreement and associated EIR air quality analysis 25 t�7 ✓= K�X.nen w hayed ,,., rya„„ �,�, �", n �- r" pp _ y hu L'J' S Responses to specific questions related to h�� knowledge of the scope of work 3� g TOTAL SCORE* Evaluator: v d m N N O O Ut Maximum total score = 500 points Date: 15^ s Q 0 v m m w 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Air Quality Analysis Services 280 - 280- 1900- P312 -A A -E SELECTION - REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: rC^ Date: 6 /jj / / ? EVALUATION CRITERIA WEIGHT SCORE WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. p.St/�'('� AW 161'P /2/ Srj PP3 Specific airport air quality analysis experience 14epA 30 II �,-� - /k fw `( '41 P-?0721 EX P Demonstrated experience of air quality scope of work I I Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications Proposed organization chart `Y 30 Subcontractor qualifications References, licenses and certifications Approach/Understanding Approach/Understanding of Project Understanding of project scope and objectives ewe �(S"PV.,4?{�J CX66r. 7 Ability to perform airport operations technical air (iln�tDtj26�t/`l� /!.rlj 6Vixt'7�L Tr%s quality modeling and analysis U$.71 t/ir5 Methods of approaching air quality analysis and technical report for inclusion in Environmental ,,// YQ; 0 Impact Report (EIR) 20 Ability to work with other firms in a team format (air, noise, aviation and EIR fines) Ability to integrate analysis of SCAQMD requirements Public information support 52 m X s Q 0 Project Managenmint Ability to manage air quality analysis in the context . f!N&� Prn pv¢ e- iJ is of an EIR team O Management of any subcontractors, if needed Organization and Completeness of Wdtten SOQ Submittal Ability to follow RFQ directions and meet SOO lffOZ.1TTSf4 requirements 46S Overall quality of written submittal 10 �L Commitment to provide available staff for the project TOTAL SCORE* Evaluator: v m m N A O O tit Maximum total some = 500 points Date: � /3 113 153 m Q O v 0 0 Agency /Deparhnent: John Wavne Airport/Facilities Project: A -E Air Quality Analysis Services 280 - 280 - 1900- P312 -A FIRM: ?eAx- A -E SELECTION - REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVII''EW Date: to I Imo+ 13 EVALUATION CRITERIA WEIGHT SCORE (0S) WEIGHT SCORE COMMENTS Presentation Content and Quality Quality and content of presentation _ Ga µuc� -� Zf, -kt�K. Communication skills, organization, and clarity 20 L� g O _ [fv��i25 ri 'TCPILS w�-u.. - ypr,-r H IyZZ I ur-` Ez' P 5 F�-i1 Compatibility of team members Firm Information and Relevant Experience Ability to respond and provide services listed in -. fit{ tray w-v E;e (' scope of work ° "4A-( NC's -'( cY�[.tS-c vU.r -CSC B Ie r.T�t> )�Tkb2 BrLal'fr,r`w4't- Responsiveness and demonstrated experience in preparing airport operations air quality modeling - A,, p 6A-A -1�f hrygy. Y' SAS and analysis 30 -2-0 I.uu cue Project descriptions and specific experience _ Uo� H T c 41+F�T�'J E.YP related to scope of work - r✓�p "`� Oi L��t N � ca�1A -� '> 't Ability to prepare a technical report to be used for EIR purposes Proposed Project Team Breadth and technical expertise of the team _ Stu s LArtuA--rr oti v eiF M members Lttc��N4 5� C- Skills of project manager technical support staff `� `Yam Pert -r• '�fr/� [ r9?�%2 -) 25 too �e � � r+- /'L its Complementing strengths of team members Reponses to specific air quality analysis questions 54 m x s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas t 37� Ta g� Knowledge of JWA Settlement Agreement and 25 IDO M kr�� 'RhK VS DA?'Rt suers associated EIR air quality analysis Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* Maximum total score = 500 points Evaluator: G Date: 6 t )-2--113 v d m N O O O tit S5 n Exhibit C Green ECS Page 27 of 10550 m m N W 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Air Quality Analysis Services 280. 280. 1900 - 13312 -A FIRM: Cv—e-r^ CGS A -E SELECTION— REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: t0/ 3 /W/:5 EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT x SCORE COMMENTS Finn's Qualifications & Expertise Firm information, office location, etc. Spec airport air quality analysis experience Demonstrated experience of air quality scope of 30 work Relevant project descriptions with client references Key Personnel & Technical'Expertise Project team qualifications Proposed organization chart 30 / - J Subcontractor qualifications References, licenses and certifications Approach/Understanding of Project Understanding of project scope and objectives Ability to perform airport operations technical air quality modeling and analysis Methods of approaching air quality analysis and l- � 30 technical report for inclusion in Environmental Impact Report (EIR) 20 Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Ability to integrate analysis of SCAQMD requirements Public information support Project Management m X s Q 0 Ability to manage air quality analysis in the context of an EIR team ' Management of any subcontractors , if needed Organization and Completeness of Written SOO Submittal Ability to follow RFQ directions and meet SOO requirements Overall quality of written submittal 10 /-0 Commitment to provide available staff for the project TOTAL SCORE* S Maximum total score = 500 points Evaluator: I— Date: 6121 'Wi3 v m m N O O O Ut offio M X s Q 0 m m m 0 0 0 AgencylDepartment: John Wayne AiroorUFacilities Project: A -E Air Quality Analysis Services 280 - 280 - 1900- P312 -A A -E SELECTION - REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: N acGS Date: 5�ao jr 3 EVALUATION CRITERIA WEIGHT SC 5R)E WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. Specific airport air quality analysis experience c, Demonstrated experience of air quality scope of 30 1 30 r,4,, -- r<va c OL. s ovt work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications O ^t7 2 4-r-4 n m —;2v5 Proposed organization chart j 3(o r-J, 5 ~ L — " "h ov---:D 30 Subcontractor qualifications References, licenses and certifications ApproachfUnderstandIng of Project Understanding of project scope and objectives Did no+ e4d -eSS ?F-19L Ability to perform airport operations technical air quality modeling and analysis Methods of approaching air quality analysis and technical report for inclusion in Environmental D O Impact Report (EIR) 20 Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Ability to integrate analysis of SCAQMD requirements Public information support `59 m X s Q 0 Project Management Ability to manage air quality analysis in the context No d.�5ass•a�. o-�' a;� q..a C�+� o.ncC.,.15,s ,. IE ,2 of an EIR team Management of any subcontractors , if needed 10 `-< d-asc �SSiw O� S.hco�t- we -I�rS Organization and Completeness of Written SOO Submittal Ability to follow RFQ directions and meet SOQ 'p.d no+' m<cr 4oaz �/ec�u,i<rne ✓1'$. •J,d ."o+ - (r,tl�„/ requirements Overall quality of written submittal 10 Commitment to provide available staff for the project TOTAL SCORE* Evaluator: 2 m m m w 0 0 Maximum total score = 500 points Date: S/2,0 /1 3 00 m Q 0 v m m N O O v, Agency /Department: John Wayne Airoort/Facilibes Project: A -E Air Quality Analysis Services 280. 280. 1900- P312 -A A -E SELECTION— REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: C Date: EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. _ pJ�p�LY ,ny Y /kQ 6c r Specific airport air quality analysis experience D 14 ,1 O f7 V1C 19 blN �p �7.�} -raj fy7e fxP mv�� 3 _ pdr. n�ti-r Demonstrated experience of air quality scope of 30 work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications —One yr L 7"Paoy c ES,° P> �4-y' -7 6N -feP FnK Proposed organization chart 30 O U — EXO am Riz%cvA VKCS Subcontractor qualifications —%tv 0/uG d-*#17D —% References, licenses and certifications ApproachfUnderstanding of Project Understanding of project scope and objectives i 70trS A tTT 732`��'P0AY 6144 i2S'P}'N h7 r/C( Ability to perform airport operations technical air ' No AiQ 61Y`rL 14MA' 'F5"IS quality modeling and analysis _ U 4Vt£�(rloDS /a�H _ �O���ll(�IAtIM4taNOt- +�P Methods of approaching air quality analysis and technical report for inclusion in Environmental 0 —NO UPS l' Impact Report (EIR) 20 Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Ability to integrate analysis of SCAQMD requirements Public information support 01 M x s d 0 Project Management Ability to manage air quality analysis in the context 1 y� �oN$TiQU.C(t isN l'%11 -1 �17� Yj "PAI ht r t P�r 'FAf of an EIR team Wi� Management of any subcontractors, if needed 10 V Organization and Completeness of Written SOO Submittal Ability to follow RFQ directions and meet SOQ 00 1- w7efttz�<( (/{- i '1'2T t iYLi > requirements —No GanM"rcwt �i4 t o F S�-F� �T Overall quality of written submittal 10 l' U a v� / Commitment to provide available staff for the project W .{Z72 'VA(S*IVA AK5k2-9-�°7a SECIIVN TOTAL SCORE* SO /SOO Maximum total score = 500 points Evaluator: LT Date: 6/3/,-3 v m m w w 0 0 02 m Q O Exhibit C Fehr & Peers Page 34 of 1050 v m w 0 0 Agency /Department: John Wayne AirporUFacililies Project: A-E Traffic and Circulation Analysis Services 280 - 280 - 1900- P312 -B A -E SELECTION —REQUESTFOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: BEN 1\ A)'IA-1) PFF--es Date: 6 l3l 3 EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT SCORE COMMENTS Firm's Qualifications $ Expertise Firm information, office location, etc. Specific airport traffic and circulation analysis experience Demonstrated experience of traffic and 30 circulation scope of work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications Proposed organization chart 30 c G Subcontractor qualifications References, licenses and certifications Approach/Understanding of Project Understanding of project scope and objectives Ability to perform airport traffic and circulation modeling and analysis Methods of approaching traffic and circulation 20 p �5 (J V analysis and technical report for inclusion in Environmental Impact Report (EIR) Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support 04 M x Q 0 Project Management Ability to manage traffic and circulation analysis in the context of an EIR team 10 4� ?? Management of any subcontractors, if needed Qrganizatlon and Completeness of Written SOO Submittal Ability to follow RFO directions and meet SOO requirements Overall quality of written submittal 10 Z�— �y `t Commitment to provide available staff for the project TOTAL SCORE* J • Maximum total score = 500 points Evaluator: ' Date: 6/3/13 m m m w m 0 0 05 m X s Q 0 m m m w J O O Agency /Department: John Wayne Airport/Facilities Project: A -E Traffic and Circulation Analysis Services 280 - 280 - 1900- P312 -B FIRM: �F f (e p,T 'Pt =E'!2S A -E SELECTION— REQUEST FOR QUALIFICATION (RFQI STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: � / 14 J 13 EVALUATION CRITERIA WEIGHT SCORE WEIGHT x SCORE COMMENTS Presentation Content and Quality Quality and content of presentation Communication skills, organization, and clarity 20 f , 0 Compatibility of team members Firm Information and �Relevant'Experience Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport operations traffic and n 5 circulation modeling and analysis 30 Project descriptions & specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes ProposedProject Team Breadth and technical expertise of the team members Skills of project manager technical support staff 25 Complementing strengths of team members Reponses to specific traffic and circulation analysis questions 00 m x s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and associated EIR traffic and circulation questions 25 q Cj 1 V7.5 Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* SO Evaluator: m m m w m 0 0 Maximum total score = 500 points Date: G / � / 3 07 m X Q 0 v w 0 0 W Agency /Department: John Wayne Airport/Facilities Project: AE Traffic and Circulation Analysis Services 280 - 280 - 1900- P312 -6 A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: G}— �C�(2 S Date: EVALUATION CRITERIA WEIGHT S(O )E WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. Specific airport traffic and circulation analysis experience 5 ' O Demonstrated experience of traffic and 30 circulation scope of work Relevant project descriptions with client references Key Personnel& Technical Expertise Project team qualifications Proposed organization chart 30 3-G7 S Subcontractor qualifications References, licenses and certifications Approach/Understanding of Project _ Understanding of project scope and objectives Ability to perform airport traffic and circulation modeling and analysis Methods of approaching traffic and circulation 20 (—�' analysis and technical report for inclusion in p Environmental Impact Report (EIR) Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support W00 x Q 0 v m m A O O O Ut Project Management Ability to manage traffic and circulation analysis in the context of an EIR team 10 Management of any subcontractors, if needed Cost and schedule control Organization and Completeness of Written SOQ Submittal Ability to follow RFQ directions and meet SOO requirements Overall quality of written submittal 10 Commitment to provide available staff for the project TOTAL SCORE" -3 (o 5 Maximum total score = 500 points Evaluator: Z Date: 06 — 0 3 " 2—V 13 go i 09 x 0 v 0 0 Agency /Department: John Wayne Airoort/Facilities Project: A -E Traffic and Circulation Analysis Services 280 - 280 - 1900- P312 -B A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW FIRM: I — Lsi �%�' �� Date: EVALUATION CRITERIA WEIGHT SCORE (0.5) WEIGHT SCORE COMMENTS Presentation Content-and Quality, _ Quality and content of presentation Communication skills, organization, and clarity 20 C..� - „j 90 Compatibility of team members Firm Information_and!IRelevant Experience, Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport operations traffic and circulation modeling and analysis 30 Ter j Project descriptions & specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes Proposed 'Project Team - - Breadth and technical expertise of the team members Skills of project manager technical support staff 25 4,5 I I Complementing strengths of team members Reponses to specific traffic and circulation analysis questions Scope oMork Understanding,. 70 M X s Q 0 fledge of, and approaches to, scope of topic areas of JWA Settlement Agreement and 25 �-} v S I Z 5 EIR traffic and circulation questions to specific questions related to of the scope of work I TOTAL SCORE* Lt SO Maximum total score = 500 points Evaluator: 2 m m m A N O O Ut Date: p 6 _ 11} _ 2D13 j -1 m Q 0 v m A w 0 0 Agency /Department: John Wayne Airport/Facilities Project: A-E Traffic and Circulation Analysis Services 280 -280- 1900- P312 -8 A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: FF4IC F PE�2S Date: 6'3.13 EVALUATION CRITERIA WEIGHT S(O )E WEIGHT x SCORE COMMENTS Finn's Qualifications & Expertise Firm information, office location, etc. Specific airport traffic and circulation analysis experience 4 13 S Demonstrated experience of traffic and 30 circulation scope of work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications Proposed organization chart 30 `i ► 2a Subcontractor qualifications References, licenses and certifications Approach/Understanding of Project Understanding of project scope and objectives Ability to perform airport traffic and circulation modeling and analysis Methods of approaching traffic and circulation 20 '1 G analysis and technical report for inclusion in Environmental Impact Report (EIR) Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support x s Q 0 Project Management Ability to manage traffic and circulation analysis in the context of an EIR team Management of any subcontractors needed 10 Organization and Completeness of,Written SOO Submittal Ability to follow RFQ directions and meet SOO requirements Overall quality of written submittal 10 $ 5a Commitment to provide available staff for the project TOTAL SCORE* H 2a . Maximum total score = 500 points Evaluator: 3 Date: 6 ' 3 " 19 m m m A A O O Ut �3 m X s Q 0 v m A O AgencylDepartment: John Wayne AiroortlFacilities Project: A -E Traffic and Circulation Analysis Services 280- 280 - 1900- P312 -B FIRM: FEHIc, F PECKS A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: 6.1q'13 EVALUATION CRITERIA WEIGHT SCORE WEIGHT x SCORE COMMENTS Presentation Content and Quality Quality and content of presentation Communication skills, organization, and clarity 20 S 1 6 o Compatibility of team members Firminformation and Relevant ExpOence Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport operations traffic and '30 circulation modeling and analysis Project descriptions & specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes Proposed Project Team Breadth and technical expertise of the team members Skills of project manager technical support staff 25 /'LS Complementing strengths of team members Reponses to specific traffic and circulation analysis questions 74 M s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and associated EIR traffic and circulation questions 25 L' Sr Z S Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* q 8 j, 5 Maximum total score = 500 points Evaluator: 7 Date: 6 • ( q '13 m m m A O O O Ut m X Q 0 Exhibit C Stantec Page 47 of 10 5 o m m A W 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Traffic and Circulation Analysis Services 280 - 280 - 1900- P312 -B A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: STN" P""` C' Date: 6/3 / I3 EVALUATION CRITERIA WEIGHT S(O )E WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. Specific airport traffic and circulation analysis experience Demonstrated experience of traffic and 30 circulation scope of work Relevant project descriptions with client references Key Personnel & T,echnical,Expertise 11 Project team qualifications Proposed organization chart 30 "1 Subcontractor qualifications References, licenses and certifications ApproachNnderstanding of Project Understanding of project scope and objectives Ability to perform airport traffic and circulation modeling and analysis 0 Methods of approaching traffic and circulation 20 V analysis and technical report for inclusion in Environmental Impact Report (EIR) Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support 77 m x Q 0 Project Management Ability to manage traffic and circulation analysis in the context of an EIR team Management of any subcontractors, if needed 10 Qrganlzatioo-and Comptetenes_s of Written SOQ Submittal Ability to follow RFQ directions and meet SOO requirements Overall quality of written submittal 10 4 /� ck b Commitment to provide available staff for the project TOTAL SCORE* . Maximum total score = 500 points Evaluator: 1 Date: G/- I I-S m m m A O O O Ut �LR m X s Q 0 v m m 0 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Traffic and Circulation Analysis Services 280- 280 - 1900- P312 -B FIRM: S�tJ � %L- A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: 6 / 14/C EVALUATION CRITERIA WEIGHT SCORE ) WEIGHT x SCORE COMMENTS Presentation Content and Quality Quality and content of presentation Communication skills, organization, and clarity 20 3 5 -70 Compatibility of team members Firm Information and Relevant Experience Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport operations traffic and circulation modeling and analysis 30 Project descriptions & specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes Proposed. Project Team Breadth and technical expertise of the team members Skills of project manager technical support staff 25 v l ,Cj 1 1'Z S Complementing strengths of team members Reponses to specific traffic and circulation analysis questions M s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and associated EIR traffic and circulation questions �� Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* Evaluator: v m m 0 0 Maximum total score = 500 points Date: m X s Q 0 v m v, N O O v, r^ Agency/Department: John Wayne Airport/Facilities r'-� Project: A-E Traffic and Circulation Analysis Services 280 - 280 - 1900- P312 -B A -E SELECTION - REQUEST FOR QUALIFICATION IRFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: , , -N 7-EC— Date: EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT SCORE COMMENTS Firm's Qualifications &.Expertise Firm information, office location, etc. Speck airport traffic and circulation analysis experience Demonstrated experience of traffic and 30 I1 4 , I S circulation scope of work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications Proposed organization chart 30 S S Subcontractor qualifications T• 1 References, licenses and certifications Ap roachfUnderstanding of Project Understanding of project scope and objectives Ability to perform airport traffic and circulation modeling and analysis Methods of approaching traffic and circulation LD 1 ,_ • �^ !� analysis and technical report for inclusion in Environmental Impact Report (EIR) Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support 21 x s Q 0 v m m v, w 0 0 Project Management Ability to manage traffic and circulation analysis in the context of an EIR team 10 4 n Management of any subcontractors, if needed " Cost and schedule control Organization and, Completeness of Written SOO Submittal Ability to follow RFQ directions and meet SOO requirements Overall quality of written submittal 10 O Commitment to provide available staff for the project TOTAL SCORE* Evaluator: Z- t--"% Maximum total score = 500 points Date: Q 6 - I it _ 2013 W x s Q 0 v m m 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Traffic and Circulation Analysis Services 280 - 280 - 1900 - 12312 -13 FIRM: -T-ac- A -E SELECTION - REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: EVALUATION CRITERIA WEIGHT SCORE WEIGHT SCORE COMMENTS Presentation Content. and Quality . Quality and content of presentation Communication skills, organization, and clarity 20 l/ Compatibility of team members Firm Information. and "Relevant Experience -- Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport operations traffic and circulation modeling and analysis 30 1+ I Z Project descriptions & specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes Proposed Project Team Breadth and technical expertise of the team members Skills of project manager technical support staff 25 4 ! oD Complementing strengths of team members Reponses to specific traffic and circulation analysis questions I I Scope of Work Understanding, _ g3 m s Q 0 eledge of, and approaches to, scope of topic areas of JWA Settlement Agreement and 25 EIR traffic and circulation questions to specific questions related to of the scope of work Evaluator: 7j m m m v, 0 0 0 TOTAL SCORE* . Maximum total score = 500 points ►o® o0 Date: O( -� ai - Z o 13 R4 m Q 0 m m v, m 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Traffic and Circulation Analysis Services 280- 280 - 7900 - 13372 -8 FIRM: 5-r.414 (cC A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: 4, 3•13 EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT SCORE COMMENTS Firm's Qualifications .& Expertise Firm information, office location, etc. Specific airport traffic and circulation analysis experience Demonstrated experience of traffic and 30 IZo circulation scope of work Relevant project descriptions with client references Ke (Personnel 8 Technical Expertise Project team qualifications Proposed organization chart 30 �tl Subcontractor qualifications References, licenses and certifications Approach/Understanding of Project Understanding of project scope and objectives Ability to perform airport traffic and circulation modeling and analysis Methods of approaching traffic and circulation ,LO '1 analysis and technical report for inclusion in Environmental Impact Report (EIR) Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support 25 m x s Q 0 Project Management Ability to manage traffic and circulation analysis in the context of an EIR team 10 Management of any subcontractors, if needed Organization and Completeness of Written SOQ Submittal Ability to follow RFQ directions and meet SOQ requirements Overall quality of written submittal 10 5 s6 Commitment to provide available staff for the project TOTAL SCORE* y'G Evaluator: % m m m v, J O O Ut Maximum total score = 500 points Date: 45.3•/3 20 m x s Q v m m m 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Traffic and Circulation Analysis Services 280 - 280 - 1900- P312 -B FIRM: SrAhl Q C A -E SELECTION— REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: C•lq.13 EVALUATION CRITERIA WEIGHT SC RE WEIGHT SCORE COMMENTS Presentation Content and Quality Quality and content of presentation Communication skills, organization, and clarity 20 00 Compatibility of team members Firm Information andRelevant Experience Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience 4,6- in preparing airport operations traffic and circulation modeling and analysis 30 i 3 Project descriptions & specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes Pro __s_@diProjectTeam Breadth and technical expertise of the team members Skills of project manager technical support staff 25 q, 5 r Complementing strengths of team members Reponses to specific traffic and circulation analysis questions 27 M x s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and associated EIR traffic and circulation questions 25 Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* Evaluator: 3 v m m v, 0 0 ' Maximum total score = 500 points Date: 4C• 14'(l I M s Q 0 Exhibit C AECOM Page 60 of 105 R9 m m 0 0 1 Agency /Department: John Wayne Airport/Facilities Project: A -E Aviation Analysis Services 280 - 280 - 1900- P312 -C FIRM: Ae:doy') A -E SELECTION - REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: 61-T//3 EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. ��- 'l�s'"'�i �D HR$ SwF/ Specific aviation analysis experience 96 W15:tL A5 Crnl./ry FXP� ✓�/ G� -� Demonstrated experience of aviation scope of 3 /4,li/4-"4YA/ rLAn/hfI OJ 4 work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications ,. T�M✓i HPFF[LS ib 8 5 Proposed organization chart 30 A4A,*.S �� T7i/5 f)SsIL�n/Nd�' Subcontractor qualifications References, licenses and certifications Approach /Understanding of Project Understanding of project scope and objectives SG2t! �' fn% brs7 O &_, A&F- rAIO ®Oa®GIB Ability to perform airport aviation modeling and EAC E;� OA/ P/&Evioas analysis Methods of approaching the aviation analysis 20 technical report Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support Project Management LOAN M x Q 0 Ability to manage aviation analysis in the context of anEIRteam 'IearS77Q/�TF.� l =fit® + N emj Management of any subcontractors, if needed 1 S sO N&O- � /F sUR w P4.�r�y Cbn/i/ � Organization ° and',CompletenesstofiWritten S00Submittat Ability to follow RFQ directions and meet SOO requirements Overall quality of written submittal 10 l !! V0 o✓P�Q.gtL- Commitment to provide available staff for the project TOTAL SCORE* �/SS Evaluator:. v m m m N O O Ut ioiai score = ouu points Date: 61 -71 f3 9:L s Q 0 v m w 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Aviation Analysis Services 280- 280 - 1900- P312 -C FIRM: 14:Eddfi17 A -E SELECTION— REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: 6 /i2/i 3 EVALUATION CRITERIA WEIGHT SCORE WEIGHT x SCORE COMMENTS (0 -5) Presentation Content and iQuali- Quality and content of presentation Communication skills, organization, and clarity 20 �f / r,s Q / O Compatibility of team members Firm Information and Relevant Experience Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport operations aviation modeling and analysis 30 lsQ Project descriptions & speck experience related ' to scope of work Ability to prepare aviation /modeling analysis and technical report Proposed Project Team Breadth and technical expertise of the team members Skills of project manager technical support staff j 25 Complementing strengths of team members Reponses to specific aviation analysis questions 92 m x s iT 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and associated Airport operational characteristics 25 �•� �-S Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* q%o ' Maximum total some = 500 points Evaluator: Iti Date: 6117- 113 m m m m A O O Ut 93 m X s Q 0 m m 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Aviation Analysis Services 280 - 280 - 7900- P312 -C FIRM: 0-1014 A -E SELECTION – REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: /-3 EVALUATION CRITERIA WEIGHT S(O'E WEIGHT x SCORE COMMENTS Flrmlt ;_Qualifications,, &jEzpertise' Firm information, office location, etc. Specific aviation analysis experience Demonstrated experience of aviation scope of 30 ll yq work Relevant project descriptions with client references keyiFPewonnet &,TechnrballExpertise Project team qualifications Proposed organization chart 30 Subcontractor qualifications References, licenses and certifications Approach /Unde`rstandrngiofrP?ojecf _ ` I i iL _ Understanding of project scope and objectives Ability to perform airport aviation modeling and analysis Methods of approaching the aviation analysis 20 r 1 D D_ technical report �7 l Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support Project Management - 94 M s Q 0 Ability to manage aviation analysis in the context of an EIR team Management of any subcontractors, if needed 10 `" D Organization` and! Compietenessi!of-wtitten,SOQ)Sutirnittal�l,,_ Ability to follow RFQ directions and meet SOO requirements Overall quality of written submittal 10 Commitment to provide available staff for the project TOTAL SCORE* T4V® Maximum total score = 500 points Evaluator: 0i. Date: v m m m m 0 0 95 X iT 0 v m 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Aviation Analysis Services 280- 280 - 1900- P312 -C FIRM: 4 5 com A -E SELECTION - REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW r Date: ' 7 / 2� M M x s Q 0 EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT x SCORE COMMENTS —_ - -— -- Presenfath Contentrandcl uali06 __ _ �-�t Quality and content of presentation Communication skills, organization, and clarity 20 Compatibility of team members b A'(ltq'ID Mac S g ?O 3 U � y ,;.Jj- FIrtnIlnformatwnandllRe levaritiExperiencet Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport operations aviation modeling and analysis 30 Project descriptions & specific experience related to scope of work Ability to prepare aviation /modeling analysis and technical report Breadth and technical expertise of the team members Skills of project manager technical support staff Complementing strengths of team members 25 ) C5 Reponses to specific aviation analysis questions Scope df Wo_rk;Understanding: -: - - M M x s Q 0 areas of, and approaches to, scope of work of JWA Settlement Agreement and 25 I J� Airport operational characteristics J to specific questions related to of the scope of work Evaluator: r�L m m m m m 0 0 TOTAL SCORE* 1 L ?'�' Maximum total score = 500 points Date: (,? ) /' //3 97 m Q 0 v m 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Aviation Analysis Services 280 -280- 1900- P312 -C FIRM: AECOA l A -E SELECTION —REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: G is I t 3 EVALUATION CRITERIA WEIGHT S(O'E WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. Specific aviation analysis experience Demonstrated experience of aviation scope of 30 4. - 135 work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications Proposed organization chart 30 Subcontractor qualifications References, licenses and certifications Approach /Understanding of Project Understanding of project scope and objectives Ability to perform airport aviation modeling and analysis Methods of approaching the aviation analysis 20 -� I technical report f Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support 92 M s Q 0 Project Management Ability to manage aviation analysis in the content of anEIRteam Management of any subcontractors, if needed 10 rI L T "J 46 Organization and Completeness of Written SOO Submittal Ability to follow RFQ directions and meet SOO requirements Overall quality of written submittal 10 � ` 0 Commitment to provide available staff forthe project TOTAL SCORE* 4 4- 5 Evaluator: -4f 3 m m m V O O O Ut ' Maximum total score = 500 points Date: 4 l311 m Q 0 v m m 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Aviation Analysis Services 280 - 280 - 1900- P312 -C FIRM: AECorv,, A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: Ql Z r i3 EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT SCORE COMMENTS Presentation Content and Quality and content of presentation 4,' 50 Communication skills, organization, and clarity 20 Compatibility of team members Firm Information and Relevant 'Experience. Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport operations aviation modeling and analysis 4-5 I n 5 S 30 Project descriptions & specific experience related to scope of work Ability to prepare aviation /modeling analysis and technical report Proposed Project Team Breadth and technical expertise of the team members Skills of project manager technical support staff 25 yr' I e ` I ✓ Complementing strengths of team members Reponses to specific aviation analysis questions 100 M x s is 0 Scope of Work Understanding " Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and associated Airport operational characteristics 25 Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* 4S6 Evaluator: #3 v m m V N O O Ut • Maximum total score = 500 points Date: 6//2/13 101 M X s Q 0 Exhibit C Landrum & Brown Page 73 of T02 v A 0 Agency/Department: John Wayne Airport/Facilities Project: A -E Noise Analysis Services 280 - 280- 1900- P312 -D A -E SELECTION — REQUEST FOR QUALIFICATION (RFO) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: ��,o' //lY�� 4z;" l Date: &� - </' /3 EVALUATION CRITERIA WEIGHT SCORE WEIGHT x SCORE COMMENTS Flim!si QualillbationsC& ExpertlW, _. ,... .. _ -- _1. Firm information, office location, eta Specific airport noise analysis experience Demonstrated experience of noise scope of 30 ce work Relevant project descriptions with client references Ke !Personrtdt&,7echnicaliEz _. ae ,;. - Project team qualifications Proposed organization chart 30 Subcontractor qualifications References, licenses and certifications - -- - - -- _. - - Approach/I.Inderstanciffig-off, it - -. _ - - -. — - --- - . Understanding of project scope and objectives Ability to perform airport noise analysis "'Gr Lis _/ 7�° C'G`nG Methods of approaching airport noise analysis and technical report for inclusion in 20 / Environmental Impact Report (EIR) J4 ,��hD" / �l /�' � Ability to work with other firms in a team format viil�Ii+°�(f1S5 �t� air, noise, aviation and EIR firms)�L Public information support Z0-71 M s Q 0 Re _. ect. Managernent Ability to manage noise analysis in the context of�-,� an EIR team f , al e'4 , Management of any subcontractors, if needed 10 v O alktlon!andl,Com letenesa otAWPinen[SOCN-Stibmfttal Ability to follow RFQ directions and meet SOQ GGY // GT� tLr�iGt� Ai�acS> a✓/'�' 7`g requirements Overall quality of written submittal 1 0 Car,/ Commitment to provide available staff for the project .I. IF TOTAL SCORE* yi0 Maximum total score = 500 points Evaluator: �'/ Date: 6. `/ /3 m m m V O O O Ut 104 m Q 0 v m m 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Noise Analysis Services 280. 280. 1900- P312 -D FIRM: �iVN/d!G//^� " 4pet--'=1 A -E SELECTION- REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: &I-!O - /3 EVALUATION CRITERIA WEIGHT SCORE 0- E WEIGHT x SCORE COMMENTS FresentationvQontenttand�duality� �-- I, _ - -_i - -. - IL r ° L * - ° - -" J -- -° Quality and content of presentation Communication skills, organization, and clarity 20 Compatibility of team members Ability to respond and provide services listed in �rpr.i,,. - �jGy ajy �'7Q ill yllU7!iS scope of work In ..r%d 74, 7)t—,1 els,, Responsiveness and demonstrated experience L, in preparing airport noise analysis 30 S / �v ��QO �,«� � ��� � C /f{�Jlwr -2, Project descriptions & specific experience related to scope of work // �r C/ P/A</G /<GN OriY(�r/o Ability to prepare a technical report to be used �,,, y rCnrtiriS ONE clsK <��� for EIR purposes ropo -sedJP JectTearn _ '_ ��L Breadth and technical expertise of the team members Skills of project manager technical support staff / <j� clerk 25 Complementing strengths of team members ��"✓ 6rur- +/svl� Qn�� � dvO7.>✓ rll / °%jt/^ Reponses to specific noise analysis questions 105 M s Q 0 Scope�CdfCWOrk,,Understandi n9i Knowledge of, and approaches to, scope of work topic areas Knowledge ofJWA Settlement Agreement and 25 ,� Ex��S_eAe f associated EIR noise analysis r'� CB/✓r/-Gr/ /¢ Responses to specific questions related to •� //• 'ham If 7aT,A�tAa knowledge of the scope of work F L Oi TOTAL SCORE" $ b Maximum total score = 500 points Evaluator: ' l0 m m m V J O O Ut 100 m Q 0 m m V 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Noise Analysis Services 280 - 280 - 1900- P312 -D FIRM: L Or 8 A -E SELECTION- REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: 50 F// 3 EVALUATION CRITERIA WEIGHT SCO5 E WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. q�� Q C , 7'vL+'r� °� 2 k/ Specific airport noise analysis experience S t) Avr/VL�C�. ct r- ' - aJ� -( 10-1-k - t1.a��he vMwl w. ht tf/ r�� Demonstrated experience of noise scope of 30 ,y,nn ,.(,A�yt YY��Apc,,,.II,,, work Relevant project descriptions with clientl�l� references Key Personnel & Technical Expertise - Project team qualifications Proposed organization chart 30 Subcontractor qualifications References, licenses and certifications Approach/Understanding of Project IF 7°�J ''UQ' J 4✓� Understanding of project scope and objectives Ability to perform airport noise analysisR" Methods of approaching airport noise analysis 16-6 and technical report for inclusion in L0 Environmental Impact Report (EIR) / Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support 207 M s Q 0 Evaluator: V!t ?– m m m V O O O Ut • Maximum total score = 500 points Date: 0 -03 102 m Q 0 Ability to manage noise analysis in the context of J -- — -I an EIR team Management of any subcontractors, if needed tlo t� Oran- liatiomand -Complete nessofrWritten, -Qj, ubmitta(�_ – – Ability to follow RFO directions and meet SOO iG(.) requirements Overall quality of written submittal 10 Commitment to provide available staff for the project TOTAL SCORE* Evaluator: V!t ?– m m m V O O O Ut • Maximum total score = 500 points Date: 0 -03 102 m Q 0 v m 0 0 0 Agency /Department: John Wayne AiroortlFacilities Project: A -E Noise Analysis Services 280- 280 - 1900- P312 -D FIRM: L k r✓ A -E SELECTION- REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: 6//0//3 EVALUATION CRITERIA WEIGHT SC SRjE WEIGHT SCORE COMMENTS PYesentationlCoritentand'gUali' - — r -- - - -- - - -- — Quality and content of presentation Communication skills, organization, and clarity 20 (� d Compatibility of team members F.m ,!Itiformation!and Relevent�,Expenenc_e_ J' Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in prepanng airport noise analysis 30 S� Project descriptions 8 specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes -- -- —�- Propose&Proedt?Team —ice -- -..— - _.- Breadth and technical expertise of the team members Skills of project manager technical support staff C J z 25 J Complementing strengths of team members Reponses to specific noise analysis questions zog M x s iT 0 Maximum total score = 500 points Evaluator: #'2 Date: 411 0/)3 m m C w 0 0 110 m x Q 0 Scope "of Work- IU`nders tanding i -- Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and 25 S 12- associated EIR noise analysis Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* Maximum total score = 500 points Evaluator: #'2 Date: 411 0/)3 m m C w 0 0 110 m x Q 0 m m m 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Noise Analysis Services 280 - 280 - 1900- P312 -D FIRM: LUvlV Y'60n '1J � (Ovjo t A -E SELECTION - REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: yi I 'I 17 EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT 'x SCORE COMMENTS Firm,sLQuallfication5 &�ftpa ise Firm information, office location, etc. Specific airport noise analysis experience i Demonstrated experience of noise scope of 30 b work Relevant project descriptions with client references Key Personnehi &TechmcallLExpertise! _. i- Project team qualifications Proposed organization chart 30 / / J ' �® Subcontractor qualifications References, licenses and certifications —i- — — F - - -- — - - -- - . Approach/Understandin Iofh_rojecf_ _. -_. , ___. ii Understanding of project scope and objectives Ability to perform airport noise analysis Methods of approaching airport noise analysis I D and technical report for inclusion in 20 Environmental Impact Report (EIR) Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support _ - - -- -- Project "Manage —me I,. � Ma- nt _ �� � L L - -- - - ' - -- -_ - _— -- _..- - - - - -- - 111 M s Q 0 Ability to manage noise analysis in the context of an EIR team if 10 "{ /y "I o Management of any subcontractors, needed Organlzation�anA) IiCompleteness�ofhWntte�S _OQ�Submittal L _ � �_ _ Ability to follow RFO directions and meet SOO requirements 10 Overall quality of written submittal Commitment to provide available staff for the project ----- --_ -.�- -- - -— Jam. —_.._ _--- 't - - -- -- __ -- - J TOTAL SCORE* Evaluator:: 3 v m m w w 0 0 • Maximum total scot = 500 points Date: � A I 1 12 112 X Q 0 v m A O 0 tit Agency /Department: John Wayne Airport/Facilities Project: A -E Noise Analysis Services 280- 280- 1900- P312 -D FIRM: I fAv\dVUvl\ l'( '�VIMJY-\ A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: � l V I o EVALUATION CRITERIA WEIGHT SCORE WEIGHT x SCORE COMMENTS Presentation Content and Quality Quality and content of presentation Communication skills, organization, and clarity 20 Compatibility of team members Finn Information and Relevant Experience Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in preparing airport noise analysis 30 Project descriptions & specific experience related to scope of work Ability to prepare a technical report to be used for EIR purposes Proposed Project Team Breadth and technical expertise of the team members Skills of project manager technical support staff 25 Complementing strengths of team members Reponses to specific noise analysis questions Scope of Work Understanding 113 m x s iT n areas of, and approaches to, scope of work of JWA Settlement Agreement and 25 EIR noise analysis to specific questions related to of the scope of work Evaluator: 43 v m m m N O O tit TOTAL SCORE* Maximum total score = 'A0� Date: (,/(01(3 124 M 0 Exhibit C BonTerra Consulting Page 86 of 1T-T S v w 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Services for JWA Settlement Agreement Amendment EIR Preparation 280 -280- 1900- P312 -E FIRM: (�0H I e7-9k A -E SELECTION – REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: -j /� /Z3 EVALUATION CRITERIA WEIGHT SC 5R)E WEIGHT x SCORE COMMENTS Firm's Qualifications &. Expertise Firm information, office location, etc. ,- Specific airport EIR preparation experience 25 ' Demonstrated experience of EIR scope of work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications �'x4p�jiJ N� Proposed organization chart 25� Subcontractor qualifications References, licenses and certifications Approach/Understanding of Project Understanding of project scope and objectives Ability to prepare an airport EIR < X /C Q Ste S Methods of approaching EIR preparation 25 L Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support 110 m s Q 0 Project Management Ability to manage EIR preparation in the context EIR team ,y of an Management of any subcontractors, if needed 15 Organization and Completeness of Written 8 Submittal Ability to follow RFQ directions and meet SOQ requirements 10 /T, �0In e ��' / ,45 L(fps /Types 1-6 Overall quality of written submittal /• Commitment to provide available staff for the project TOTAL SCORE* Evaluator: �O/ m m m w m 0 0 Maximum total score = 500 points Date: ^ / -/3 117 m Q 0 v m 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Services for JWA Settlement Agreement Amendment EIR Preparation 280 - 280 - 1900- P312 -E FIRM: "baN -76 A -E SELECTION- REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: (o / I 1 /I -:j EVALUATION CRITERIA WEIGHT SCO5 E WEIGHT x SCORE COMMENTS Presentation Content and Quality Quality and content of presentation JASk. Communication skills, organization, and clarity 20 Compatibility of team members Firm information and Relevant Experience Ability to respond and provide services listed in scope of work �pXN rQ5?0454I Pi Responsiveness and demonstrated experience �A I tt ` Y e e-�a Sc- Q yJ wOr� in preparing an airport EIR 30 l �o -e-��, e vKe e- Project descriptions and specific experience k�" 111 ,,�,, �'� ,L, . 'feGyl Y,2POtl`I- in�r21 i a✓t . 6LS ow 4, S related to scope of work -rpr �v,ur ,proJe_ci-�. Ability to integrate technical report information into EIR Proposed Project Team Breadth and technical expertise of the team /�, pgd m.�► s members 660,A -lea rn "4 -t �Skills of project manager technical support staff 25 �' ID t) ��rnrFn�S i�o q t,.n�i,'m� 5 � I ( 5DO4 Iv i-Nn some Complementing strengths of team members b 110 V ffJ Reponses to specific EIR preparation questions 112 M X s Q 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas n 11-¢�G� 0 ZyCCL1�41L'�` f ItoW 0 f Knowledge of JWA Settlement Agreement and associated EIR preparation 25 Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* Maximum total score = 500 points Evaluator: —jam I Date: I I1/ 15 v m m 0 0 0 119 X Q 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Services for JWA Settlement Agreement Amendment EIR Preparation 280- 280 - 1900- P312 -E A -E SELECTION - REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM:��u Date: EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT SCORE COMMENTS Firm's Qualifications S Expertise Firm information, office location, etc. 17(� Specific airport EIR preparation experience d�c��ij� --mac k/��✓� Demonstrated experience of EIR scope of work 25 S 12-5- Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications Proposed organization chart 25 Subcontractor qualifications References, licenses and certifications Approach/Understanding of Project Understanding of project scope and objectives Ability to prepare an airport EIR Methods of approaching EIR preparation 25 Ability to work with other firms in a team format �� //17s �c �- (air, noise, aviation and EIR firms) =�-�' Public information support 120 M s Q 0 Project Management Ability to manage EIR preparation in the context of an EIR team / rem•, Management of any subcontractors, if needed 15 `7 Organization and Completeness of Written SOO Submittal Ability to follow RFQ directions and meet SOO requirements Overall quality of written submittal 10 y �� Commitment to provide available staff for the project TOTAL SCORE* y7S Evaluator: 7y pC. v d m N O O tit . Maximum total score = 500 points Date: 121 m Q 0 m m P 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Services for JWA Settlement Agreement Amendment EIR Preparation 280- 280- 1900- P312 -E FIRM: A5 A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW Date: EVALUATION CRITERIA WEIGHT SC SRjE WEIGHT SCORE COMMENTS Presentation Content and Quality Quality and content of presentation Communication skills, organization, and clarity 20 Compatibility of team members Firm information and Relevant Experience Ability to respond and provide services listed in scope of work Responsiveness and demonstrated experience in an airport EIR �C✓i�� �� preparing 4 30 s /✓ D j'!,✓i� ` 'Z° Project descriptions and specific experience 7 related to scope of work Ability to integrate technical report information into EIR Proposed Project Team Breadth and technical expertise of the team members /F Skills of project manager technical support staff /•C 25 �Gs Complementing strengths of team members Reponses to specific EIR preparation questions 122 M s it 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and associated EIR preparation .Z5 �zS �.rjz Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* y� Evaluator: .vb� v m m A O O N Maximum total score = 500 points Date: 12S m Q n v 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Services for JWA Settlement Agreement Amendment EIR Preparation 280 -280- 1900- P312 -E A -E SELECTION – REQUEST FOR QUALIFICATION (RFQj STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: 5co^/ 71– —RA Date: (,13113 EVALUATION CRITERIA WEIGHT SCORE ) WEIGHT SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. Specific airport EIR preparation experience Demonstrated experience of EIR scope of work 25 5 12 5 Relevant project descriptions with client references - Key Personnel & Technical Expertise Project team qualifications Proposed organization chart 25 � 1 / Subcontractor qualifications References, licenses and certifications Approach/Understanding .of Project Understanding of project scope and objectives Ability to prepare an airport EIR "C) Methods of approaching EIR preparation 255 v �� Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support 124 M s Q 0 Project Management Ability to manage EIR preparation in the context of an EIR team Management of any subcontractors, if needed 15 5 -15 Organization and Completeness of Written SOO Submittal Ability to follow RFO directions and meet SOO requirements Overall quality of written submittal 10 5� Commitment to provide available staff for the project TOTAL SCORE* SOO Evaluator: m m m m 0 0 - Maximum total score = 500 points Date: tO/ 3/ /—' 1215 m Q 0 v m 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Services for JWA Settlement Agreement Amendment EIR Preparation 280 - 280 - 1900- P312 -E A -E SELECTION- REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA INTERVIEW FIRM: 5 o tJ Y G Xi 4 0245614-77d6; 6; Date: (B l ) I 113 EVALUATION CRITERIA WEIGHT SCORE WEIGHT x SCORE COMMENTS Presentation Content and Quality Quality and content of presentation COjsc ®reJ'fsv7"!U� A( SGT Communication skills, organization, and clarity 20 4- /7' -72*�O 2 JJ Compatibility of team members Firm Information and Relevant Experience Ability to respond and provide services listed in scope of work f° /fir+-• • 0� �� Responsiveness and demonstrated experience -' lT.19%Ad in preparing an airport EIRE 30 Project descriptions and specific experience related to scope of work Ability to integrate technical report information into EIR Proposed'Project Team Breadth and technical expertise of the team members Skills of project manager technical support staff 25 112 Complementing strengths of team members Reponses to specific EIR preparation questions 120 M X s iT 0 Scope of Work Understanding Knowledge of, and approaches to, scope of work topic areas Knowledge of JWA Settlement Agreement and associated EIR preparation 25 •J £� � ,� dAir U _ Responses to specific questions related to knowledge of the scope of work TOTAL SCORE* Maximum total score = 500 points Evaluator: S Date: & //1/ 13 m m m m 0 0 127 m Q 0 Exhibit C Green ECS Page 99 of 1T22 v m m 0 0 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Services for JWA Settlement Agreement Amendment EIR Preparation 280 -280- 1900- P312 -E FIRM: �elY Ev✓ A -E SELECTION - REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT SCORE COMMENTS Firm's Qualincatlons4 Expertise Firm information, office location, etc. 1 k,0 / 6471/(, Specific airport EIR preparation experience / /r D ��F- Q�OQPyi�i9lCe i/1G /lr/ �D �t 25 ellee �v� O-F rC I)e /wY Demonstrated experience of EIR scope of work Relevant project descriptions with client references Key Personnel& Technical Expertise Project team qualifications i Proposed organization chart 25 Subcontractor qualifications References, licenses and certifications Approach /Understanding of Project Understanding of project scope and objectives Ability to prepare an airport EIR Methods of approaching EIR preparation 25 Ability to work with other firms in a team format (air, noise, aviation and EIR fines) Public information support 129 m s Q 0 Project Management Ability to manage EIR preparation in the context of an EIR team %/� �PSp(�115/ i/`�- MOW Management of any subcontractors, if needed 15 Organization and Completeness of Written SOO Submittal Ability to follow RFQ directions and meet SOO requirements Overall quality of wdtten submittal 10 Commitment to provide available staff for the project TOTAL SCORE* Evaluator: � / v m m 0 0 0 - Maximum total score = 500 points Date: 61X3 130 m Q 0 v 0 N 0 0 Agency /Department: John Wayne Airport/Facilities Project: A -E Services for JWA Settlement Agreement Amendment EIR Preparation 280 -280- 1900- P312 -E FIRM: A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA Date: EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. Specific airport EIR preparation experience 25 Demonstrated experience of EIR scope of work Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications �� �� L C•�— ,;,7 Proposed organization chart Subcontractor 25 O qualifications References, licenses and certifications ApproachfUnderstanding of Project �z ✓i S� Understanding of project scope and objectives ` Ability to prepare an airport EIR Methods of approaching EIR preparation 25 v Ability to work with other fines in a team format (air, noise, aviation and EIR firms) Public information support 131 M s it 0 Project Mana ment Ability to manage EIR preparation in the context of an EIR team Management of any subcontractors, if needed Organization and Completeness of Written SOO Submittal Ability to follow RFO directions and meet SOO requirements Overall quality of written submittal 10 D Commitment to provide available staff for the project TOTAL SCORE* �S Evaluator: v m m 0 w 0 0 Maximum total score = 500 points Date: 1S2 m Q 0 v m A O 0 v, Agency /Department: John Wayne Airport/Facilities Project: A -E Services for JWA Settlement Agreement Amendment EIR Preparation 280- 280 - 1900- P312 -E A -E SELECTION — REQUEST FOR QUALIFICATION (RFQ) STATEMENT OF QUALIFICATION EVALUATION CRITERIA FIRM: CJ,C-t✓ e Z� Ci 5 Date: &1—?113 EVALUATION CRITERIA WEIGHT SCORE (0 -5) WEIGHT x SCORE COMMENTS Firm's Qualifications & Expertise Firm information, office location, etc. Specific airport EIR preparation experience 25 Demonstrated experience of EIR scope of work 6 Relevant project descriptions with client references Key Personnel & Technical Expertise Project team qualifications Proposed organization chart 25 yy Subcontractor qualifications References, licenses and certifications Approach /Understanding of Project Understanding of project scope and objectives Ability to prepare an airport EIR Methods of approaching EIR preparation 25 /J{/ fJ/ Ability to work with other firms in a team format (air, noise, aviation and EIR firms) Public information support 2SI-71 M s Q 0 Project Management Ability to manage EIR preparation in the context of an EIR team Management of any subcontractors, if needed 15 Organization and Completeness of Written SOQ Submittal Ability to follow RFQ directions and meet SOO requirements Overall quality of written submittal 10 P Commitment to provide available staff for the project TOTAL SCORE* �® Evaluator: '-o�25 v m m 0 0 0 Maximum total score = 500 points Date: gyp/ —?/ /,3 1 -714 m Q 0 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A JOHN WAYNE AIRPORT AGREEMENT FOR ARCHITECT - ENGINEER SERVICES PROJECT: AIR QUALITY ANALYSIS PROJECT NO: 280 - 280 - 1900- P312 -A THIS AGREEMENT (the "Agreement "), is made and entered into on the day of 2013, between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "COUNTY" or "JWA," and ENVIRON International Corporation hereinafter referred to as the "Architect- Engineer or "AE." This Agreement will be administered by the Director of John Wayne Airport or his designee, herein after referred to as ( "JWA "). WITNESSETH: AE is a firm which is duly licensed and registered under the law of the State of California to provide architectural and engineering services. IT IS MUTUALLY AGREED between the parties hereto that: 1. TERM OF AGREEMENT The "Term" of this Agreement shall commence on execution. The AE shall not commence services under this Agreement until it has obtained all insurance required under this Agreement and such insurance has been approved by COUNTY. This Agreement shall expire three years from execution, at 11:59 p.m., unless such Term is extended, terminated or otherwise modified as provided in this Agreement. 2. AE SCOPE OF SERVICES The AE shall perform in a competent and professional manner, and shall prepare an air quality analysis and technical report suitable for inclusion in an Environmental Impact Report, including those tasks and duties set forth in the attached "Scope of Services" for Project No. 280 - 280 - 1900- P312 -A, ( "Project') which is incorporated into this Agreement as Appendix 1. 3. OWNERSHIP OF DOCUMENTS All reports, documents, related data, and other AE work or materials furnished hereunder 1 Peg I jf Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A shall be and remain the property of COUNTY, and may be used by COUNTY as it may require without limitation, without any additional cost to COUNTY, excluding proprietary tools or spreadsheets developed by the AE in advance of Scope of Services but used in completing Scope of Services. However, AE does not accept responsibility for COUNTY's use of AE's work under this Agreement for other projects. AE will provide all such work and materials to COUNTY upon request. 4. DATA ANALYSIS AND COORDINATION AE shall be responsible for the coordination of data analysis and environmental work as required in the Scope of Services. If the work has been performed by others on behalf of AE, AE accepts full responsibility for that work, as fully as if the work had been performed by the AE itself. AE shall be responsible for the completeness and accuracy of all modeling and analytical results and reports that are required under this Agreement, for their compliance with all applicable codes, ordinances, regulations, laws and statutes. Upon completion of Deliverables, as determined by the COUNTY, AE shall upload each of the Deliverables into Unifier or as otherwise directed by COUNTY. 5. REVIEW OF PROJECT DOCUMENTS AND EXISTING CONDITIONS BY AE AE represents and agrees that it will review and become fully informed as to the state of any existing studies for work tasked through this agreement and, if necessary, that AE will visit the job site and examine the actual site conditions and limitations, and that AE will obtain information sufficient to allow it to proceed with the Scope of Services. AE is and will be relying strictly and solely upon its own such review and examinations and the advice and counsel of its agents and officers. AE shall advise COUNTY of any need for securing any tests, analyses, studies, reports, or consultant services in connection with assigned work and the management thereof. Except as expressly set forth in this Agreement, COUNTY is not making and has not made any warranty or representation with respect to site conditions or limitations. 6. TIME FOR PERFORMANCE AE shall complete Scope of Services according to the following schedule: JWA Proposed Settlement Agreement Amendment FIR Schedule Due no later than: 11/1/13: AE submits Draft Technical Study to COUNTY 11/27/13: COUNTY completes review of Draft Technical Study and returns comments to AE 12/13/13: AE submits revised Technical Study to COUNTY 2 Peg ae sf,50 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A 1/20/14: FIR AE submits Screencheck FIR to COUNTY 2/7/14: COUNTY returns Screencheck EIR comments to EIR AE 2/21/14: EIR AE incorporates revisions and produces Draft EIR for public review 4/28/14: AE prepares responses to comments and submits to COUNTY 5/12/14: COUNTY reviews responses to comments and returns revisions to AE 5/19/14: EIR AE completes edits to responses to comments and submits Final Draft FIR and Mitigation Monitoring and Reporting Program (MMRP) to COUNTY for review 5/23/14: COUNTY reviews Final DEIR, MMRP and returns comments to AE 5/27/14: AE submits Final Draft EIR package to COUNTY 7. COORDINATION OF DOCUMENTS AE shall be responsible for the coordination of all documents, drawings or reports relating to AE's Scope of Services, regardless of whether such documents, drawings or reports are prepared or performed by AE, by AE's subcontractors, or by others under this Agreement. If documents, drawings or reports have been prepared by others on behalf of AE, AE accepts fully responsibility for that work, as fully as if the work had been performed by AE itself. AE shall be responsible for the completeness and accuracy of all documents, drawings or reports that are required under this Agreement and for their compliance with all applicable codes, ordinances, regulations, laws, and statutes. 8. CONFIDENTIALITY A. All analysis, forecasts, reports, documents, and all written or other information submitted to AE in connection with the performance of this Agreement shall be held confidential by AE and/or anyone acting under the supervision of AE and shall not, without the prior written consent of COUNTY, be used for any purposes other than the performance of the Scope of Services described in Appendix 1, nor be disclosed to any person, partnership, company, corporation or agency, not connected with the performance of the Scope of Services. B. Nothing furnished to AE which is generally known among counties in Southern California shall be deemed confidential. C. AE and/or anyone acting under the supervision of AE shall not use COUNTY name or insignia, photographs of the work, or any other information, slides, or publicity pertaining to the work in any presentation, magazine, trade paper, newspaper, or other medium without the express written consent of COUNTY. 9. PUBLICATION A. No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance Pager -1 57 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A or prepared in connection with this Agreement, are to be released by AE and/or anyone acting under the supervision of AE to any person, partnership, company, corporation, or agency, without prior written approval by the COUNTY, except as necessary for the performance of the services of this Agreement. All press contacts, including graphic display information to be published in presentations, newspapers, magazines, etc., are to be administered only after COUNTY approval. B. The AE agrees that it will not issue any news releases or make any contact with the media in connection with either the award of this AGREEMENT or any subsequent amendment of, or effort under this AGREEMENT. AE must first obtain review and approval of said media contact from the COUNTY through the COUNTY'S Project Manager. Any requests for interviews or information received by the media should be referred directly to the COUNTY. AE's are not authorized to serve as media spokespersons for COUNTY projects without first obtaining permission from the COUNTY Project Manager. 10. COUNTY'S RIGHTS CUMULATIVE COUNTY's rights under this Agreement shall be cumulative and in addition to, and not in limitation of, any and all other legal or equitable rights or remedies which may be available to the COUNTY under law. 11. COMPENSATION FOR SERVICES A. Lump Sum Tasks COUNTY shall pay Lump Sum items based on the acceptable completion of each lump sum task. Partial payment will be made based on COUNTY approved percentage of completed tasks. B. Maximum Not -To- Exceed Compensation and Reimbursable Expenses COUNTY shall pay to AE for performance of this Agreement as specified in Appendix 2 in an amount not -to- exceed $200,000, for A -E's approved work in accordance with the Scope of Services. AE shall only be entitled to payment for work as directed by COUNTY and completed by A -E within its Scope of Services as set forth in Appendix 1. In no event shall AE be entitled to compensation and reimbursement that would result in the total payment by the COUNTY under this Agreement exceeding $200,000 unless change order(s) or amendment(s) to this agreement have been approved by COUNTY, pursuant to Section 14, Changes in Scope of Services. In the event the AE would be entitled to additional compensation except for the limitation of the not -to- exceed amount stated in this section as may be amended, A -E shall not be obligated to perform additional services until a change in compensation is approved by 0 PagIT Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A COUNTY increasing the not -to- exceed amount. C. Rates for A -E's Personnel COUNTY agrees to compensate AE for services performed by its personnel based on the hourly rates set forth in Appendix 2 for each Job Classification. The hourly rate for each job classification represents the maximum rate for that job classification. These hourly rates will be used for all Time and Materials work tasks performed under this Agreement. However, the COUNTY reserves the right to negotiate with A -E a lower rate for any given job classification based on the qualifications of the candidate being considered for that job classification. D. Labor Cost Projections and Cost Control AE shall exercise diligent effort to maintain best management practices control of the productivity of its personnel in performance of their tasks within the Scope of Services, and report to JWA in a timely fashion any conditions, unusual circumstances, or elements that may impact or be cause for change AE's Scope of Services or cost. On a quarterly basis, or more frequently as COUNTY may consider appropriate, AE shall submit to JWA its personnel's labor hours and costs expenditures for the previous quarter and projections for the coming quarter, and shall report potential variances, if any, in expenditures and productivity which may result in the exhaustion of funds in the Agreement prior to its term expiration. AE shall promptly submit a request for change order or amendment for JWA's review if AE becomes aware of conditions or circumstances that may warrant a change in Scope of Services, or which may cause labor productivity and/or expenditures to vary measurably. E. Reimbursable Expenses Reproduction expenses incurred by AE for AE's own in -house reproduction will not be reimbursed by COUNTY. No reproduction or other expenses will be reimbursed by COUNTY without prior written authorization. The AE's invoice shall not include, or be given any consideration for, any items deemed by the COUNTY as overhead expenses. AE expenses beyond the schedule of fees will not be considered. This includes, but is not limited to, travel, mileage or other expenses deemed by the COUNTY as overhead. The cost for the work and reimbursable expenses will be billed in accordance with Appendix 2, by AE to COUNTY monthly in proportion to the work completed and to the extent that outside consultants, subcontractors, and approved direct project expenses are allowed, as approved in writing by JWA. Other reimbursable expenses that may be required are subject to prior written approval by JWA. F. Request for Payment E PaT,91 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A Services under this Agreement shall be billed every month using JWA's "Request for Payment" form provided by JWA and/or other electronic format of "Request for Payment" approved and made available by JWA, via Oracle Primavera Unifier (Unifier). Approved and authorized reimbursable expenses shall be included in the Request for Payment. AE will not be entitled to any mark -up on reimbursable expenses. AE will not be entitled to reimbursement for any expense incurred in performance of this Agreement or in connection with the Scope of Services that is not specified in Appendix 1. AE shall submit the invoice as a record into the Unifier Project Document Management System with the following documents attached as electronic backup. Payment documentation shall include customary information including, but not limited to: 1) Signed invoice cover sheet 2) For Time and Materials work, timesheets shall include; employee name, hours worked, Service dates for hourly fee services certified by AE's Project Manager or authorized designee, and 3) Up -to -date running account of task hours and cost for the project. 4) Authorization letters and receipts for approved Reimbursable Expenses. 5) Progress Report: Each activity of AE and staff must be defined by their job title and description of work completed. 6) List of employees who worked on the Scope of Services during the month covered by the Request for Payment, including their names, job titles, hourly rates, and assignments. COUNTY will pay AE a fee on an hourly rate basis subject to the respective not -to- exceed limits for services performed based on the hourly rates set forth. Fees for Architect- Engineer Services shall be in accord with the hourly rates set forth in Appendix 2 except as provided in Section 14, Changes in Scope of Services. COUNTY will not pay hourly labor charges, fees, or test charges without back -up documentation. AE is responsible for submitting invoicing in a format that is acceptable to JWA Accounting. In the event that AE anticipates the cost for Architect- Engineer Services in excess of the authorized amounts, the COUNTY shall be notified immediately in writing. COUNTY shall not be required to pay for Architect- Engineer Services in excess of these amounts unless the COUNTY otherwise agrees by Change Order. Requests for payment should be submitted to JWA no later than 30 days following 0 Page 6 pf 6 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A the period in which the services were performed. Requests for Payment must be approved by COUNTY Auditor before payment may be made. 12. AVAILABILITY OF FUNDS Each payment or obligation of COUNTY is contingent upon the availability of local, state, or federal government funds which are appropriated or allocated for the payment of such an obligation. If the funds are not allocated and available for the continuance of the services performed, then this Agreement may be terminated or suspended by COUNTY at its convenience. COUNTY shall notify AE promptly of any product or service that will be affected by a shortage of funds. No penalty shall accrue to COUNTY in the event this provision is exercised, and COUNTY shall not be obligated or liable for any future payments due or for any damages as a result of suspension or termination under this paragraph. 13. RIGHT TO OFFSET COUNTY, without waiver or limitation of any of its right or remedies, shall be entitled from time to time to deduct from any amounts due or owing by COUNTY to AE in connection with this Agreement, any and all amounts owed by AE to COUNTY in connection with this Agreement. COUNTY will provide AE with written notice of amounts withheld. 14. CHANGES IN SCOPE OF SERVICES If changes to the Scope of Services cause an increase in costs and/or time, compensation shall be based on hourly rates as set forth in Appendix 2, "Fee Schedule." If COUNTY desires a change in the Scope of Services, a written order bearing the heading "Change Order" shall be issued by COUNTY. The written Change Order shall set forth in reasonable detail the nature of the change. Within ten days of receipt of such Change Order, the AE shall present to COUNTY a detailed request for change in compensation and/or a change in the schedule of performance from that set forth in this Agreement, if any. Upon receipt, COUNTY may reject AE's request for change in compensation and/or change in the schedule of performance, negotiate a revision of the requested change in compensation and/or change in schedule, or may approve such change request as requested by the AE. COUNTY may also, by written direction, direct AE to perform the work required by the Change Order and submit any requested change in compensation and /or change in schedule to later resolution by the parties. When a Change Order has been issued, the AE shall expeditiously proceed to implement the Change Order. If AE believes that a change in the Scope of Services is appropriate, it shall submit a written request to the COUNTY to issue a Change Order and/or seek approval from COUNTY of such Change Order. Such a request for Change Order shall include the 7 Pa9 4 5p Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A proposed change in the Scope of Services and/or the proposed increase in services, as well as any proposed change in compensation and/or schedule associated with such Change Order. COUNTY may utilize the same options in response to such a request for a Change Order as stated hereinabove. All changes to the Scope of Services shall be approved in accordance with the current version of the COUNTY's Contract Policy Manual. If changes to the Scope of Services cause an increase in compensation, such increase in compensation shall be based on the terms of this Agreement. 15. RIGHT OF AUDIT & RECORDS Pursuant to and in accordance with Section 8546.7 of the California Government Code, in the event that this Agreement involves expenditures of public funds aggregating in excess of Ten Thousand Dollars ($10,000), the parties shall be subject to examination and audit by the California State Auditor for a period of three (3) years after final payment under this Agreement. AE's records shall upon reasonable notice be open to inspection and subject to audit and/or reproduction during normal business working hours. COUNTY's representatives or agents shall have reasonable access to AE's facilities, shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement and shall be provided adequate and appropriate workspace, including use of a copier, in order to conduct audits in compliance with this section. The COUNTY or its designee may conduct such audits or inspections throughout the term of this Agreement and for a period of four (4) years after final payment or longer if required by law. COUNTY representatives or agents may (without limitation) conduct verifications such as verifying information and amounts through interviews and written confirmations with AE employees, field and agency labor, subcontractors, and vendors. AE's records shall include any and all information, materials, data of every kind and character, including without limitation, records, books, papers, documents, notes, receipts, vouchers, drawings, and any and all other agreements, sources of information and matters that may in COUNTY'S judgment have any bearing on or pertain to any matters, rights, duties, or obligations under or covered by any contract document. Such records shall include hard copy, as well as computer readable data, written policies and procedures, accounting records of time and expenditures, time sheets, payroll registers, payroll records, cancelled payroll checks, subcontract files, change order files, back charge logs, invoices, and any other AE records which may have a bearing on matters of interest to the COUNTY in connection with the AE's dealings with the COUNTY to the extent necessary to adequately permit an evaluation and verification of any or all of the following: (1) compliance with Agreement requirements; (2) compliance with COUNTY business ethics /conflict of interest expectations; (3) compliance with E Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A Agreement provisions regarding the pricing of change orders; (4) accuracy of AE representations regarding pricing of invoices; (6) accuracy of AE representations related to claims submitted by AE or any AE payees. AE represents and agrees that failure by AE to maintain such records in compliance with this section precludes AE from maintaining any request or claim for compensation from or against COUNTY for any time periods for which such records were not kept, and constitutes a waiver by AE of any such claim(s) against County for such time period(s). AE shall also include a clause in its agreements with subcontractors, and shall require subcontractors to include a clause in its agreements with sub - subcontractors which reserves the right for a COUNTY representative to audit any cost, payment or settlement resulting from any items set forth in this agreement, during the performance of this agreement and for a period of not less than three years after final payment is made or until all disputes, appeals, litigation or claims arising from this agreement have been resolved, whichever is later. This clause shall also require subcontractors to retain all necessary records for a period of not less than three years after final payment is made or until all disputes, appeals, litigation or claims arising from this agreement have been resolved, whichever is later. If an audit or examination in accordance with this section discloses overpricing or overcharges (of any nature) by the AE to the COUNTY in excess of one percent (1 %) of the total contract billings, in addition to making adjustments for the overcharges, the AE shall reimburse the reasonable actual cost of the COUNTY's audit to the COUNTY. Any adjustments and/or payments which must be made as a result of such audit or examination shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of COUNTY's findings to AE. Notwithstanding this requirement, the COUNTY may exercise its right to offset, as described in section 15 of the Agreement, for collection of any reimbursements due to the COUNTY as provided for in this section. 16. TERMINATION FOR CONVENIENCE Notwithstanding any other provision of this Agreement, COUNTY may, at any time, and without cause, terminate this Agreement in whole or in part, upon written notice to AE. Such termination shall be effected by delivery to AE of a notice of termination specifying the effective date of the termination and the extent of the work to be terminated. In the event of such termination, COUNTY shall pay AE amounts owing to it for the work completed prior to the effective date of the termination. Such payment shall be AE's sole remedy against COUNTY. Under no circumstances will AE be entitled to anticipatory or unearned profits, consequential or special damages, or other damages as a result of a termination or partial termination of this Agreement. 0 Paf� 14 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A 17. TERMINATION FOR DEFAULT Notwithstanding any other provision of this Agreement, if AE fails to perform any of its obligations under this Agreement, COUNTY may, without prejudice to any other rights or remedies it may have, cause further payment to be held in abeyance, and/or may terminate this Agreement by giving written notice to AE specifying the date of termination. In the event of such termination, COUNTY shall pay AE for the portion of services performed up to the date of termination, including approved reimbursable expenses incurred up to that time, less any sums as may be withheld by COUNTY in its sole discretion to cover all costs, claims, damages or losses incurred by COUNTY or likely to be incurred as a result of or in connection with AE's failure to perform. Such payment shall be AE's sole remedy against COUNTY. The COUNTY may set off against and deduct from any amounts payable to AE all damages suffered by COUNTY due to any such default and failure to perform by AE. If COUNTY has, as of the date of the termination of this Agreement, already paid AE an amount which exceeds the amount which may be due to AE, AE shall refund to COUNTY the excess amount promptly after notice from COUNTY. Under no circumstances will A -E be entitled to anticipatory or unearned profits or special damages as a result of a termination of this Agreement. In the event COUNTY does not insist upon strict performance by AE, or waives one or more of AE's defaults, such event(s) shall not be deemed or construed as a waiver or a relinquishment to any extent of any right of COUNTY to insist on strict performance or to assert a default on any future occasion, nor will such be deemed to amend or modify the terms of this Agreement. Nothing in this paragraph shall be construed or deemed to be a waiver of any remedy in law or in equity that COUNTY may have. 18. OBLIGATIONS UPON TERMINATION In the event of termination for convenience or for default, the AE shall immediately stop work in accordance with the notice and comply with any other direction as may be specified in the notice or as subsequently provided by COUNTY. AE shall insert in any contract with a subcontractor that the subcontractor shall stop work on the date of and to the extent specified in a notice of termination, and shall require all subcontractors at any tier to insert the same in any lower tier contracts. Upon termination, AE shall turn over to COUNTY all finished and unfinished reports, drawings, maps, data and architectural or engineering work or materials of any kind or quality prepared or generated in connection with the work under this Agreement, including providing copies on computer disks or other applicable media of all such work or materials that were prepared in electronic or digital form. 10 Page 10 f �O Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A In addition, upon termination, AE shall immediately advise COUNTY of all outstanding agreements, subcontracts, rental agreements, and purchase orders which AE has with others pertaining to performance of the work, and shall furnish COUNTY with complete copies thereof. Upon request by COUNTY, AE shall assign to COUNTY, in form and content satisfactory to COUNTY, AE's title to materials and equipment for the work and all its interest in any agreements, subcontracts, rental agreements, and purchase orders designated by COUNTY. AE shall include provisions in all of its subcontracts, rental agreements, purchase orders, and other agreements related to its work under this Agreement providing that its rights thereunder may be assigned to COUNTY and that in the event of such assignment, the other contracting party agrees to be bound to the COUNTY, and shall require all subcontractors at any tier to insert the same in any lower tier contracts. 19. SUSPENSION OF WORK A. COUNTY'S Options COUNTY may at any time by written notice to AE suspend further performance of all or any portion of the work by AE. The notice of suspension shall specify the date of suspension and the estimated duration of the suspension. Upon receiving any such notice of suspension, AE shall promptly suspend further perfonnance of the work to the extent specified, and during the period of such suspension shall properly care for and protect all work in progress and information, materials, supplies, and equipment AE has on hand for performance of the work. Upon the request of COUNTY, AE shall promptly deliver to COUNTY copies of outstanding purchase orders, agreements, and subcontracts of AE for materials, equipment, and services for the work, and shall take such action relative to such purchase orders, agreements, and subcontracts as may be directed by COUNTY. COUNTY may at any time withdraw the suspension of performance of the work as to all or part of the suspended work by written, verbal, or facsimile notice to AE specifying the effective date and scope of withdrawal, and AE shall resume diligent performance of the work for which the suspension is withdrawn on the specified effective date of withdrawal. County recognizes that there may be additional cost associated with the suspension and later resumption of work. AE and County will negotiate a mutually agreeable payment to AE to offset such cost. B. No Agreement Modification No suspension or withdrawal of suspension shall entitle AE to any prospective profits or other losses or damages of any kind resulting from such suspension or withdrawal of suspension. Furthermore, no damages, compensation, or claims shall be payable or owing by COUNTY to AE for any inconvenience, interruption or cessation of AE's 11 Pagel- T Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A business, or loss of income arising from any suspension or withdrawal of suspension. 20. LICENSES AND CERTIFICATES AE and each of its subcontractors at any tier, if any, shall maintain in full force and effect at all times during the term of this Agreement such licenses, registrations or permits as may be required by the State of California or any other local, regional, county, state or federal governmental entities that are applicable to the AE's performance of the Scope of Services and all other provisions of this Agreement. AE and its subcontractors at any tier, if any, shall strictly adhere to, and obey, all applicable laws, ordinances, rules, and regulations of any kind now in effect or as subsequently enacted or modified, as promulgated by any local, regional, county, state, or federal governmental entities. 21. RESPONSIBILITY FOR DAMAGES OR INJURY COUNTY and its officers and employees shall not be answerable or accountable in any manner for any loss or damages that may happen to the work or any part thereof; for any loss or damage to any of the materials or other things used or employed in performing the work; for injury to or death of any person, either workers or the public; or for damage to property from any cause which might have been prevented by AE, its subcontractors at any tier, or any of their workers, agents or anyone employed or otherwise retained by them or for which they may be deemed responsible. 22. INDEMNITY To the fullest extent permitted by law, the AE shall defend, indemnify, and hold harmless the COUNTY, its officers and employees from and against any and all claims, lawsuits, orders, judgments, damages, penalties, fines, costs, liabilities, losses or actions of every kind and description arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the AE. In the event an indemnitee is named as a defendant in any such lawsuit, the AE shall, at the request of the COUNTY, represent the indemnitee with qualified counsel approved in writing by the COUNTY. AE's indemnity obligation shall not apply in the event of any loss, damage, or expense arising from the sole and /or active negligence or willful misconduct of the COUNTY or its agents, servants or independent contractors. If judgment is entered against AE and the COUNTY by a court of competent jurisdiction because of the concurrent negligence of the COUNTY, its officers and employees, and the AE, then the AE and the COUNTY agree that such liability will be apportioned as determined by the trier of fact. Nothing in this Agreement shall be construed as authorizing any award of attorney's fees in any action on, or to enforce, the terms of this Agreement. The rights and obligations set forth in this paragraph shall survive the termination or completion of this Agreement. 12 Page112 p,9 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A 23. ERRORS AND OMISSIONS In the event of negligent errors or omissions of AE in performance of the work which result in expense to COUNTY greater than would have resulted if there were not errors or omissions in the work accomplished by AE, any additional design, construction and/or restoration expense, and any other losses or damages incurred by County as a result thereof shall be borne by AE. The COUNTY's making of payment under this Agreement, including final payment, shall not be deemed or construed as acceptance by COUNTY of any defective work or any errors or omissions by the AE. 24. DELAY A. Excuse If AE is delayed in performing any obligation under this Agreement by acts of civil or military authority, fires, floods, or earthquakes beyond the reasonable control of AE, such delay shall be excused and the period of such delay shall be added to the time for performance of the obligation delayed. B. Obligations In the event any delay due to the foregoing causes or events set forth in this paragraph occurs or is anticipated, AE shall promptly notify the COUNTY in writing of such delay or anticipated delay and the cause and estimated duration of such delay. In the event of any delay, whether such delay is excused or not, AE shall exercise due diligence to shorten and avoid the delay and shall keep the COUNTY advised as to the continuance of the delay and steps taken to shorten or terminate the delay, and any costs associated therewith. C. Partial Failure of Performance Partial failure of performance due to any delay shall not terminate the Agreement or excuse a failure by AE to resume performance of its obligations hereunder as promptly as possible upon termination of delay. D. Recovery Plan Immediately upon learning of any event that may lead to a delay in the progress of the Scope of Services, AE shall prepare a plan for recovery to the original project Schedule, including any associated costs, impacts or related effects thereof. Upon receipt of such plan, COUNTY may direct AE to execute the plan described, or a modification thereof. 13 Page 13,pL Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A 25. AE PERSONNEL A. Assigning and Assigned Personnel The key employees of AE and its subcontractors for this Project shall not be intentionally reassigned or removed from the Project without prior written consent of COUNTY. COUNTY shall be notified immediately of voluntary departure(s) of any key employees of AE and its subcontractors. AE shall not bill the COUNTY for the work of any personnel on the Project, whether or not considered to be key personnel, without COUNTY's prior written approval of the candidate by name and the candidate's specific hourly billing rate. AE will furnish the necessary personnel to complete the work on a timely basis in accordance with the Project Design Schedule. Upon request by COUNTY, AE shall submit a staff authorization request for proposed personnel and for a given job classification, upon which COUNTY will render a decision on whether the proposed personnel meets the qualifications sought under the Agreement. AE shall not be entitled to compensation for personnel who are removed from the project or the individuals who replace them without the written consent of JWA. B. Removal of Personnel at COUNTY's Discretion COUNTY may, at its sole discretion, require AE to remove any of its personnel and its subcontractors assigned to the performance of the Scope of Services. AE shall remove such person(s) and subcontractor(s) promptly after request from JWA. The AE shall make its best efforts to replace any person or subcontractor so removed within seven (7) days with a person or subcontractor of like qualifications acceptable to COUNTY. Alterations to AE's staff at COUNTY's or JWA's request do not constitute changes to the Scope of Services. C. Compliance with Employment Laws AE shall be solely responsible for complying with all laws pertaining to the employment of all of AE's personnel, including but not limited to, compliance with all applicable laws and regulations concerning workers' compensation, social security, unemployment insurance, hours of labor, services, working conditions, equality in employment, and like subjects affecting employers engaged in public projects as such. D. Qualifications/Licensing AE represents that all personnel and subcontractor(s) provided under this Agreement are fully qualified for the offices or positions to which they are assigned, and that they meet or exceed the qualifications for their positions. AE and each of its subcontractors at any tier, if any, shall maintain in full force and effect at all times during the term of this Agreement such licenses, registrations or 14 Page J 44 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A permits as may be required by the State of California or any other local, regional, County, State or Federal governmental entities. AE shall promptly inform COUNTY of any lapse of license, investigation, or disciplinary action against AE, its employees, or its subcontractors on this project. E. Subcontractors The retention of any subcontractor by the AE shall be approved in writing by the COUNTY. AE shall submit the proposed subcontractor's contract to COUNTY for its review upon request. AE shall ensure that the contract for each of its subcontractors providing services on this Project contain the requirements set forth in the following paragraphs of this contract: Accounting Records /Audit; Nondiscrimination; and County of Orange Child Support Enforcement. COUNTY may, at its sole discretion require AE to remove from the Project any of its subcontractors assigned to the performance of the Scope of Services. The AE shall remain responsible to the COUNTY for any and all services and obligations required under this Agreement, whether performed by AE or its subcontractors. AE shall pay each subcontractor in the time periods required by law. Any subcontractors employed by AE shall be independent contractors and not agents of the COUNTY. AE shall insure that its subcontractors satisfy all substantive requirements for the work set forth by this agreement, including insurance and indemnification. 26. EMPLOYMENT ELIGIBILITY VERIFICATION The AE warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The AE shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. AE shall retain all such documentation for all covered employees for the period prescribed by the law. The AE shall indemnify, defend with counsel approved in writing by COUNTY, and hold harmless, the COUNTY, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the AE or the COUNTY or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. 27. ASSIGNMENT AE shall not assign any right, nor delegate any duty, under this Agreement, or any portion thereof, without the written consent of COUNTY, first had and obtained. Any 15 Page j 4l Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A attempted assignment or delegation without COUNTY's prior written consent shall be void. 28. SOLE AND ONLY AGREEMENT This Agreement constitutes the sole and only agreement between the parties hereto with respect to the services herein described, and correctly sets forth the obligations of each party. Any representations or agreements not specifically contained herein are null and void. Any amendments hereto shall be made in writing, effective only when signed by both parties. 29. NO WAIVER BY COUNTY In the event the COUNTY does not insist upon strict performance by AE or does not exercise a right or option herein conferred, such event shall not be deemed or constructed as a waiver or a relinquishment to any extent of any right of COUNTY to insist on strict performance or to assert or rely upon any such terms, rights or options on any future occasion. 30. INSURANCE Prior to the provision of services under this contract, the AE agrees to purchase all required insurance at AE's expense and to deposit with COUNTY Certificates of Insurance, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this contract have been complied with and to keep such insurance coverage and the certificates therefore on deposit with COUNTY during the entire term of this contract. COUNTY reserves the right to request the declarations page showing all endorsements and a certified copy of the policy. In addition, all subcontractors performing work on behalf of AE pursuant to this contract shall obtain insurance subject to the same terms and conditions as set forth herein for AE. However, for subcontractors the Professional Liability is applicable to licensed professionals only and the $1,000,000 Auto Liability limit applies if access is granted to the airfield. All other vehicles must carry a minimum limit of $1,000,000. All self - insured retentions (SIRS) or deductibles shall be clearly stated on the Certificate of Insurance. If no deductibles or SIRS apply, indicate this on the Certificate of Insurance with a 0 by the appropriate line of coverage. Any deductible or SIR in an amount in excess of $25,000 ($5,000 for automobile liability), shall specifically be approved by the County Executive Office (CEO) /Office of Risk Management. AE shall be responsible for reimbursement of any deductible to the insurer. If the AE fails to maintain insurance acceptable to COUNTY for the full term of this contract, COUNTY may terminate this contract. A. Qualified Insurer 16 Page f',6 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier) or have a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category) as determined by the most current edition of the Best's Key Rating Guide /Property- Casualty /United States or ambest.com If the insurance carrier is not an admitted carrier in the state of California and does not have an A.M. Best rating of A- /VIII, the CEO /Office of Risk Management retains the right to approve or reject carrier after a review of the company's performance and financial ratings. B. Coverage Limits The policy or policies of insurance maintained by the AE shall provide the minimum limits and coverage as set forth below: Coverage Commercial General Liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employers' Liability Insurance Professional Liability Insurance C. Required Coverage Forms Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 combined single limit per occurrence Statutory $1,000,000 per occurrence $1,000,000 per claims made or per occurrence The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. D. Required Endorsements The Commercial General Liability policy shall contain the following endorsements, 17 Page E T Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A which shall accompany the Certificate of Insurance: 1) An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds. 2) A primary non - contributing endorsement evidencing that the AE's insurance is primary and any insurance maintained by the County of Orange shall be excess and non - contributing. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, employees and agents. All insurance policies required by this contract shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. All insurance policies required by this contract shall give the County of Orange thirty (30) days notice in the event of cancellation and ten (10) days notice for non- payment of premium. This shall be evidenced by policy provisions or an endorsement separate from the Certificate of Insurance. If AE's Professional Liability policy is a "claims made" policy, AE shall agree to maintain professional liability coverage for two years following completion of contract. The Commercial General Liability policy shall contain a severability of interests clause (standard in the ISO CG 001 policy). Insurance certificates should be forwarded to the COUNTY at the address listed in the NOTICES section of this Agreement or to an address provided by the Airport Director. If the AE fails to provide the insurance certificates and endorsements within seven (7) business days after this Agreement has been awarded, the Agreement may be cancelled and award may be made to the next qualified vendor. COUNTY expressly retains the right to require AE to increase or decrease insurance of any of the above insurance types throughout the term of this Agreement. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect COUNTY. m Pagep,nf Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A COUNTY shall notify AE in writing of changes in the insurance requirements. If AE does not deposit copies of acceptable certificates of insurance and endorsements with COUNTY incorporating such changes within thirty (30) days of receipt of such notice, this Agreement may be in breach without further notice to AE, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit AE's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer. 31. ACCIDENTS All job site and other project - related accidents, injuries, and illnesses sustained by AE's or subcontractors' employees who require medical attention (other than first aid), shall be orally reported to COUNTY at the time of the incident. Written reports, satisfactory in form and content to COUNTY shall be submitted by AE promptly after each such incident. 32. PATENT INDEMNITY The AE shall indemnify and hold harmless the COUNTY, its agents, officers, and employees from and against any and all liability, including costs for infringement or dilution of any United States letters, patent, or any other intellectual property contained in the AE's drawings and specifications that are created or provided under this Agreement. 33. INDEPENDENT CONTRACTOR AE is an independent contractor. Nothing in this Agreement shall be deemed to make AE, its subcontractors, or any of their respective officers, employees, representatives, or agents, the agents or employees of COUNTY. AE shall have responsibility for and control over the details and means for performing the work provided that AE is in compliance with the terms of the Agreement. Anything in this Agreement which may appear to give COUNTY the right to direct AE as to the details of the performance of the work or to exercise a measure of control over AE shall mean that AE shall follow the desires of COUNTY only with respect to the results of the work. 34. NON - EMPLOYMENT OF COUNTY EMPLOYEES BY AE AE agrees that it will neither negotiate, offer, or give employment to any full -time, regular employee of COUNTY in professional classifications of the same skills required for the performance of this Agreement who is involved in this Project in a participatory status during the life of this Agreement regardless of the assignments said employee may be given or the days or hours employee may work. 19 Page] 9� Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A 35. NO ALTERATION OF AGREEMENT TERMS AE has no authority to alter, modify, amend, or change the terns of this Agreement or any agreement entered into with COUNTY or any agreement for any work to be performed on or relating to this Project, except as provided in Section 14 herein, entitled Changes in Scope of Services. 36. COMPLIANCE WITH LAWS AE shall comply with and give all notices required by all laws, ordinances, rules, regulations, and lawful orders of government authorities applicable to the AE's performance of the Scope of Services and all other provisions of this Agreement. AE shall promptly notify COUNTY in writing if AE has reason to believe that any part of AE's work is at variance with any law, ordinance, code, rule, or regulation of public authority. If the AE performs any work that is contrary to laws, statutes, ordinances, building codes, and rules and regulations applicable to the Project, the AE shall assume full responsibility for such work and shall indemnify and hold COUNTY harmless for all costs, losses or damages attributable thereto. 37. BUSINESS ETHICS AE employees, agents, subcontractors, vendors (or their representatives) shall not make or cause to be made any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, substantially discounted work, or any other considerations to (1) COUNTY representatives, employees, or their relatives, or (2) representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this project. AE employees (or their relatives), agents, or subcontractors shall not receive any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, or substantially discounted work or any other considerations from representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this project. AE agrees to notify a designated COUNTY representative within 48 hours of any instance where the AE becomes aware of a failure to comply with the provisions of this section. 38. NONDISCRIMINATION A. Compliance with Regulations The AE shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time 20 PageZ�4 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A (hereinafter referred to as the Regulations), which are incorporated herein by reference and made a part of this Agreement. B. Nondiscrimination The AE, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. AE shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations, either by competitive bidding or negotiation, made by AE for work to be performed under a subcontract, including procurement of materials or lease of equipment, each potential subcontractor or supplier shall be notified by AE of AE's obligations under this Agreement and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports AE shall provide all information and reports required by the regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information required of AE is in the exclusive possession of another who fails or refuses to furnish this information, AE shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance In the event of AE's noncompliance with the nondiscrimination provisions of this Agreement, the COUNTY shall impose such Agreement sanctions as it or the FAA may determine to be appropriate, including but not limited to: 1) Withholding of payments to AE under the Agreement until AE complies, and/or 2) Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Incorporation of Provisions 21 Page f', T Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A The AE shall include the provisions of subparagraphs A through E of this paragraph in all of its subcontracts and other agreements pertaining to the work under this Agreement, including procurement of materials and leases of equipment, unless exempt by the regulations or directives issued thereto. The AE shall take such action with respect to any subcontract or procurement as the sponsor (COUNTY) or the FAA may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, in the event AE becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, AE may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, AE may request the United States to enter into such litigation to protect the interests of the United States. 39. DISADVANTAGED BUSINESS ENTERPRISE (DBE) (N /A) A. Policy It is the policy of JWA, under the direction of its governing body, the Orange County Board of Supervisors, to promote the objectives of the Department of Transportation with respect to the participation of Disadvantaged Business Enterprises (DBEs) in DOT — assisted contracts. This policy has been formulated to comply with 49 CFR Part 26. The objectives of the program are as follows: 1) To ensure nondiscrimination in the award and administration of DOT - assisted contracts in the Department's highway, transit, and airport financial assistance programs; 2) To create a level playing field on which DBEs can compete fairly for DOT - assisted contracts; 3) To ensure that the Department's DBE program is narrowly tailored in accordance with applicable law; 4) To ensure that only firms that fully meet this part's eligibility standards are permitted to participate as DBEs; 5) To help remove barriers to the participation of DBEs in DOT - assisted contracts; 6) To assist the development of firms that can compete successfully in the marketplace outside the DBE programs; and 7) To provide appropriate flexibility to recipients of Federal financial assistance in establishing and providing opportunities for DBEs. JWA has in the past, as a matter of both principle and law, established an Affirmative 22 Pagef�j 50 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A Action Program to ensure that no person is discriminated against on the grounds of race, color, national origin or sex in any program associated with the airport. JWA administers a DBE program in compliance with 49 CFR Part 26. B. DBE Obligation (Federally Funded Projects — Not Applicable Here) The AE agrees to ensure that disadvantaged business enterprises, as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under this Agreement. In this regard, all contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. C. Assurances (Federally Funded Projects - Not Applicable Here) The AE, contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT - assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate. 40. COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT In order to enhance the child support collection efforts of the County of Orange Family Support Enforcement, AE is required to provide the following information as listed on the attached form: • If the AE is an individual contractor: Name, date of birth, social security number, and residence address. • If AE is doing business in a form other than as an individual: Name, date of birth, social security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity. In addition, the AE must provide: • A certification that the AE has fully complied with all applicable federal and state reporting requirements regarding its employees, and • A certification that the AE has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. 23 Imo' Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A Information provided shall be transmitted to the COUNTY'S Child Support Office, which has been charged with the establishment and enforcement of child support orders. Copies shall not be retained by the requesting agency. Failure of the AE to submit the data and /or certifications required above or to comply with all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the contract. Failure to cure such breach within 60 calendar days of notice from the COUNTY shall constitute grounds for termination of this Agreement. (JWA Child Support Enforcement documents found at the end of this Agreement) 41. NOTICES All notices between the parties to this agreement shall be sent to the following addresses: For County: John Wayne Airport Deputy Airport Director, Facilities 3160 Airway Avenue Costa Mesa, CA 92626 42. GOVERNING LAW AND VENUE For Architect -En ig neer: Eric Lu ENVIRON International Corporation 18100 Von Karman Avenue, Ste 600 Irvine, CA 92612 A. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the PARTIES hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure, Section 394. B. The PARTIES specifically agree that by soliciting and entering into and performing PROJECTS /SERVICES under this Agreement, the AE shall be deemed to constitute doing business within Orange County from the time of solicitation of work, through the period when all PROJECTS /SERVICES under this Agreement is completed, and continuing until the expiration of any applicable limitations period. 43. ATTORNEY'S FEES In any action or proceeding to enforce or interpret any provision of this Agreement, or where any provision hereof is validly asserted as a defense, each party shall bear its own 24 Page f,�� Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A attorney's fees, costs and expenses. 44. WAIVER OF JURY TRIAL Each PARTY acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each PARTY, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any PARTY hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Agreement and/or any other claim of injury or damage. 45. CONTRACT CONSTRUCTION The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendment or appendices hereto. 46. INTERPRETATION A. Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. B. In addition, each PARTY has been represented by experienced and knowledgeable independent legal counsel of their own choosing, or has knowingly declined to seek such counsel despite having the opportunity to do so. C. Each PARTY further acknowledges that they have not been influenced to any extent whatsoever in executing this Agreement by any other PARTY hereto or by any person representing them, or both. D. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the PARTY that has drafted it is not applicable and is waived. E. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the purpose of the PARTIES and this Agreement. 47. SEVERABILITY If any part of this Agreement is held, determined, or adjudicated to be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. 25 Page f,�J Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A 48. HEADINGS The various headings and numbers herein, the grouping of provisions of this Agreement into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. 49. JWA INFORMATION TECHNOLOGY NETWORK A. COUNTY shall provide connection to its Information Technology network in support of AE's required access to JWA's Project Management System Oracle Primavera Unifier (Unifier). B. The AE shall submit to COUNTY the following JWA User Access Request Form within seven (7) days following Contract Award. The JWA User Access Request Form is required for each employee to access Project documentation, including, but not limited to correspondence, monthly reports, schedules, RFIs, daily reports, payment applications, deliverables /submittals, change documentation, plans and drawings, and all other communication. C. JWA will create the user ID with approved access rights and provide an initial password to the user in a secure manner. As remote users, the AE's personnel shall acknowledge and comply with the following JWA Portal Usage Policy. D. Such internet connection will allow the AE secured access to the Unifier Project Document Management System. E. The AE shall use the Unifier Project Document Management System. Unifier shall be the AE's exclusive means of communication with JWA and its representatives for all Project documentation. F. JWA Process for Gaining Access to JWA Systems: There are two forms required to be filled out to obtain equipment, software, and/or access to JWA systems: • IT Usage Policy Acknowledgement • User Access Request Form — Non - County Employees The requestor shall fill out the Contractor User Information section, Sections 2, 3, 4 if applicable and then sign within Section 5. The User Access Request Form will not be processed without your company manager's signature in Section 6. Once you have filled out the form and obtained your company manager's signature please submit the form to the JWA Project Manager. The JWA Project Manager will then obtain the JWA Manager's signature in Section 6 to begin processing the request through JWA IT Section. For Unifier access, new companies may take as long as a week to process; existing companies with new access requests should only require one to three business days to 26 Page �6.of �Q Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A process. Once completed, the requestor will receive two separate e -mails from the JWA IT Section. The first will have your user name and the other will have your password, respectively. The first time you log on the web -based application you will be required to reset your password and configure your settings. Help Desk: If you experience any errors or have difficulties with any of the equipment/software, a request must be submitted to the Help Desk at (949) 852 -4004. You will need to provide your name, e-mail, phone number, location, and a brief description of the problem. Once the information is entered into the system, a call ticket will be created and sent to a JWA IT representative, who will contact you within one to three business days. G. JWA will provide Unifier system training upon receipt of the JWA User Access Request Form(s) shown below. 1) Unifier Training: For Unifier Training, please contact the JWA Project Manager to schedule a time and date. For Document Locator Training and/or other software, please contact the JWA Project Manager or submit a Help Desk Request. Please note that if you have not logged on to Unifier within a 30 day period your account will be deactivated. To reactive your account, please submit a help desk ticket for Unifier reactivation. Also, after 4 failed attempts to log on you will be locked out of Unifier. To unlock your account and reset your password please call in a help desk ticket. 2) Access to Unifier Document Manager: If you need access to a folder in Unifier Document Manager please contact the JWA Project Manager. (JWA Information Technology Usage Policy is found at the end of this Agreement) SIGNATURE PAGE TO FOLLOW 27 PageI e, 5A Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO. 280 - 280 - 1900- P312 -A IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. Dated: Signed and certified that a copy of this document has been delivered to the Chair of the Board. SUSAN NOVAK Clerk of the Board of Supervisors of Orange County, California M IM COUNTY OF ORANGE Chair of the Board of Supervisors ARCHITECT- ENGINEER Signature and Title Signature and Title 'If AE is a corporation, signatures of two specific corporate officers are required as further set forth: • The first signature must be one of the following: a) the Chairman of the Board; b) President, or c) any Vice President. • The second signature must be one of the following: a) Secretary, b) the Chief Financial Officer; c) any Assistant Secretary; or d) any Assistant Treasurer. • In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority ofthe signature to bind the company. APPROVED AS TO FORM: COUNTY CO SEL B3 De u / ou sel 7 Dated: M Page 28 of 50 102 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A PAGE INTENTIONALL LEFT BLANK (JWA Information Technology Usage Policy and Child Support Enforcement Documents to Follow) 29 Page,29,of50 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A County of Orange Information Technology Usage Policy 1 INTRODUCTION: The County of Orange Information Technology (IT) Usage Policy Is the foundation of the County's Information security efforts. Each member of the County workforce is responsible for understanding his/her role in maintaining County IT security. This policy summarizes your Information technology responsibilities. To learn more about information security, please see the Information Technology Security Policy. Complete Section 5: Acknowledgement after you have finished reading this document. Your signature on the Acknowledgement indicates that you understand and will comply with County security policy. If you disregard security policies, standards, or procedures, you can be subject to County and agency - specific disciplinary action. 2 TERMS YOU NEED TO KNOW: Authentication The process of verifying the identity of anyone who wants to use County information before granting them access. Back Up To copy files to a second medium (for example, a disk or tape) as a precaution in case the first medium falls. Confidentiality / An agreement that outlines sensitive materials or knowledge that Non - Disclosure Agreement two or more parties wish to share with one another. By way of such agreement, the parties to the agreement agree not to share or discuss with outside parties the information covered by the agreement. System or Software Highly important files that control the operation of entire systems Configuration Files or software. Electronic Communication Messages sent and received electronically through any electronic text or voice transfer/storage system. This includes e-mail, text messages, instant messages (IM) and voicemail. Encryption The translation of data into a secret code. Encryption is the most effective way to achieve data security. To read an encrypted file, you must have access to a secret key or password that enables you to decrypt it. Unencrypted data is called plain text; encrypted data is referred to as cipher text. Information Security Safeguarding an organization's data from unauthorized access or modification to ensure its availability, confidentiality, and integrity. Information Technology (IT) The broad subject concerned with all aspects of managing and processing information within an organization. Local Security Administrator The person at each agency who is responsible for the operational (LSA) maintenance of IT security resources within the agency. Network Two or more linked computer systems. There are many different types of computer networks. Password Sequence of characters (letters, numbers, symbols) used in combination with a User ID to access a computer system or network. Passwords are used to authenticate the user before s/he gains access to the system. Inlorrnamn Tetlmology usage Policy January 2010 Peg.1 30 Page 30 4 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A County of Orange Information Technology Usage Policy Personally Identifiable Information (PII) User User ID Virus / Malicious Software Workforce Member 3 POLICY OVERVIEW Any piece of information that could be used to uniquely identify, contact, or locate a single person. Examples include: full name; national identification number; email address; IP address; driver's license number; and Social Security Number. Any individual who uses a computer. Unique name given to a user for identification to a computer or telephone network, database, application, etc. Coupled with a password, it provides a minimal level of security. A software program that interferes with computer operation, damages or destroys electronic data, or spreads itself to other computers. Viruses and malicious software are often transmitted via email, documents attached to email, and the Internet. Any member of the County workforce, including employees, temporary help, contractors, vendors and volunteers. As a member of the County workforce, you are expected to comply with the County's Informafion Technology Usage Policy. Your agency may have additional policies that you must follow as part of your lob. The following are key concepts of the County's policy: • information created or used In support of County business activities Is the property of the County. • Your assigned Information technology resources are meant to facilitate the efficient and effective performance of your duties. It is your responsibility to ensure that resources are not misused and that you comply with policy. • If you need to access confidential information as part of your duties, you will be asked to sign a confidentiality or non - disclosure agreement before you access the County network. • Many County facilities house sensitive or critical information systems. You are expected to comply with all physical access controls designed to restrict unauthorized access. • You may not remove County equipment or data in any format from the workplace unless you have received prior written approval from your supervisor or manager. The use of the network and Intemet is a privilege, not a right. If you violate policy, you may lose your network and/or Internet access. The County may refuse to reinstate your access for the remainder of your employment at the County. The County may also take other disciplinary action as appropdate under County policy, departmental policy and applicable employment Mots. 4 YOUR RESPONSIBILITIES Your security responsibilities fall under several different Information Technology categories. Each category and the key responsibilities associated with it are listed below: Inrmmafli Technology Usage Polley "rruary 2010 Page 2 31 Peg e ?lpf� Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A County of Orange Information Technology Usage Policy USER IDs AND PASSWORDS • You will be issued a network user ID unique to you. Only you may use your user ID to access County resources (e.g. computer, telephone, FAX). • You will be issued a default password at the same time as your user ID. You will be prompted to change your password the first time you log in to the system. • Do not share user IDs and passwords with other users or individuals, including coworkers and supervisors. Treat your password as sensitive and highly confidential information. • You are agreeing to follow the Information Technology Usage Policy when you accept a password from the County and use it to access the County data or telephone networks, the Internet, or the Intranet • Change your password immediately if you think someone else knows it. Report your suspicions to management. • If you lose or forget your password, you are required to request a password reset. No one else can do it for you. HARDWARE AND SOFTWARE • The County will provide, and employees may request, peripheral equipment such as ear buds for cellular phones or Blackberry devices, as may be necessary to enable compliance with all local laws which pertain to the use of mobile communicafion equipment or the individual workplace needs for the employee to perform his or her employment. • Never download or install any hardware or software without prior written approval of your agency IT representative. • Do not make any changes to system and/or software configuration files unless specifically authorized in writing by your agency IT. • Maintain your business data files on a network (or "shared ") drive so that they can be backed up according to your agency's regular backup schedule. • Use the "lock workstation" feature any time you leave your workstation logged on to the network and you are away from your desk. • Do not connect a County laptop or other mobile device to the network unfit it has been scanned for viruses and malicious software. • Fallow the authentication procedures defined by your agency whenever you log in to the County network via Remote Access. • Do not attempt to connect your workstation, laptop, or other computing device to the Internet via an unauthorized wireless or other connection while simultaneously connected to any County network. • Retain original software installed on your computer if it Is provided to you. The software must be available when your system is serviced in case it needs to be reinstalled. • Do not keep liquids or magnets on or near computers, as they can cause serious damage. • Ensure that your equipment is plugged into a surge protector at all times. Information Technology Usage Policy January 2010 Page 3 32 Peg ? r51 Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A County of Orange Information Technology Usage Policy • Report all computer problems in detail on the appropriate form and /or when you contact the County Service Desk or discuss the problem with your agency's Help Desk. • Report equipment damage immediately to the County Service Desk or your agency's Help Desk. EMAIL and TELEPHONE • The e-mail and telephone systems and networks are primarily for official County business. • Management can freely Inspect or review electronic mail and data files including voicemail. Employees should have no expectation of privacy regarding their Internet usage, electronic mail or any other use of County computing or telephone equipment. • Do not use a County email account or voicemail box assigned to another Individual to send or receive messages unless you have been authorized, in writing, to act as that individual's delegate. Use of personal Internet (external) email systems from County networks and /or desktop devices is prohibited unless there is a compelling business reason for such use and prior written approval has been given by agency management and agency IT. • Do not configure or use automated forwarding to send County email to Intemet -based ( extemal) email systems unless specifically authorized to do so, in writing, by County management. • Send confidential information via email only with the written permission of management and only via an approved method. Mark the email according to agency policy. • Treat confidential or restricted files sent as attachments to email messages as confidential or restricted documents. This also applies to confidential or restricted information embedded within an email message as message text or a voicemail message. • Do not delete email or voicemail messages or other data if management has Identified the subject matter as relevant to pending or anticipated litigation, personnel investigation, or other legal processes. THE INTERNET / INTRANET • Intemeb'Intranet access is primarily for County business. • You may access the Internet for limited personal use only during nonworking time and in strict compliance with policy. If there is any doubt about whether an activity is appropriate, consult with your Department Head or his/her designee. INFORMATION SECURITY • Treat hardcopy or electronic Personally Identifiable Information (Pit) as confidential and take all precautions necessary to ensure that it is not compromised. Intentional — or even accidental — disclosure of PII to unauthorized users is a violation of policy. • Don't leave Pit unattended or unsecured for any period of time. • Be sure to follow your agency's policy for disposing of confidential data. This may include the physical destruction of data through shredding or other methods. • Information created. sent, stored or received via the email system, network, Internet, telephones (including voicemail), fax or the Intranet is the property of the County. Information Technology Usage Policy January 2010 Page 4 33 Page Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A County of Orange Information Technology Usage Policy o Do not expect information you create and store on County systems, including email messages or electronic files, to be private. Encrypting or using other measures to protect or "lack" an email message or an electronic file does not mean that the data are private. o The County reserves the right to, at any time and without notice, access, read and review, monitor, and copy all messages and files on Its computer system as it deems necessary. o The County may disclose text or images to law enforcement without your consent as necessary. PROHIBITED ACTIVITY Unless you are specifically authorized by your manager or agency in writing, the following uses are prohibited by the Information Technology Security Policy: • Using, transmitting, or seeking inappropriate or offensive materials, including but not limited to vulgar, profane, obscene, abusive, harassing, belligerent, threatening, or defamatory (harming another's reputation by Iles) language or materials. • Accessing, attempting to access, or encouraging others to access controversial or offensive materials. • Revealing PII without permission, such as anthers home address, telephone number, credit card number or Social Security Number. • Making offensive or harassing statements or Jokes about language, race, color, religion, national origin, veteran status, ancestry, disability, age, sex, or sexual orientation. • Sending or soliciting sexually oriented messages, images, video or sound files. • Visiting sites featuring pornography, terrorism, espionage, theft, drugs or other subjects that violate or encourage violation of the law. • Gambling or engaging In any other activity in violation of local, state, or federal law. • Uses or acfivities that violate the law or County policy or encourage others to violate the law or County policy. These include: o Accessing, transmitting, or seeking confidential information about clients or coworkers without proper authorization. c Intruding, or trying to Intrude, Into the folders, files, work, networks, or computers of others, or Intercepting communications intended for others. o Knowingly downloading or transmitting confidential information without proper authorization. • Uses that cause harm to others or damage to their property, including but not limited to: • Downloading or transmitting copyrighted materials without the permission of the copyright owner. Even if materials on the network or the Internet are not marked with the copyright symbol, ©, assume that they are protected under copyright law. • Using someone else's password to access the network or the Internet. • Impersonating another user or misleading message recipients into believing that someone other than the authenticated user is communicating a message. IMomralion Technology Usage Policy January 2010 Page 5 34 Page �4yf � Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A County of Orange Information Technology Usage Policy • Uploading a virus, other harmful component, or corrupted data or vandalizing any part of the network. • Creating, executing, forwarding, or introducing computer code designed to selfreplicate, damage, or impede the performance of any computers memory, storage, operating system, application software, or any other functionality. • Engaging In acfivities that jeopardize the security of and access to the County network or other networks on the Internet. • Downloading or using any software on the network other than that licensed or approved by the County. • Conducting unauthorized business or commercial activities including, but not limited lo: • Buying or selling anything over the Internet. • Soliciting or advertising the sale of any goods or services. o Unauthorized outside fund - raising activities, participation in any lobbying activity, or engaging in any prohibited partisan political activity. o Posting County, department and /or other public agency information to external news agencies, service bureaus, social networking sites, message boards, blogs or other forums. • Uses that waste resources, including, but not limited to: o Printing of personal files. o Sending chain letters for any reason. • Including unnecessary recipients on an email. Only copy others on an email or voicemail message who should be "in the loop" on the topic addressed. • Indiscriminate use of distribution lists. Before using a distribution list, determine whether or not it is appropriate for everyone on that list to receive the email. • "All hands" emails. Emails of this type are to be sent only after management permission has been obtained. Information Technology Usage Policy January 2010 Page 6 35 Page fgj Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A County of Orange Information Technology Usage Policy 5 ACKNOWLEDGEMENT • If you violate security policies, standards, or procedures, you can be subject to County and agency - specific disciplinary action up to and including discharge. By signing this document, I acknowledge that I have read, understand and will comply with this County of Orange Information Technology Usage Policy. I understand that the complete Information Technology Usage Policy is available for me to review on the County's intranet. I also may request a copy from the County Service Desk, my agency's Help Desk, or my agency's Local Security Administrator. Workforce Member Name (please print): Workforce Member Signature: Agency /Department: Date: Information Technology Usage Policy January 2010 Page 7 36 Attachment A 74 �W JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A CONTRACTOR USER INFORMATION User Access User Name (First): Request Form: Contractors and Non - County Employees 2. HARDWARE REQUESTED ❑ Desktop Computer ($1600)* ❑ Portable Computer ($2300)* Title: Phone: Company Name: e -mail: Supervisor's Name: Project(s): Start Date: ❑ Telephone ($50 /month) ❑ Other : * Standard PC setup: MS Windows Vista and Office 2007 (Outlook, Word, Excel, PowerPoint, Anti -virus and Adobe Reader). 3. ACCESS REQUESTED ❑ JWAIR User ID E -mail ❑ Document Locator Webtools only ($650) ❑ Skire /Unifier ($2,000) ❑ Off -site remote access (JWA laptop only) ❑ Other: 4. ADDITIONAL REQUIREMENTS, NOTES 5. User SIGNATURE Note for all initial User Access Requests: A signed IT Usage Policy Acknowledgement to must be submitted with this request. See your Project Manager for details. Signature Date 6. APPROVAL 7.Please Return Completed form Company Manager JWA Manager and signed Policy to: Tim Harris Print Name Print Name Chief Technology Officer John Wayne Airport Signature date Signature date 13160 Airway Ave, Costa Mesa Please note: Depending on items requested, completion of Access Requests may take between 24 -72 hours, with equipment/software purchases taking longer. If you have questions regarding the status of your request, please contact the Service Desk. 949 -852 -4004. 37 Pagej�gt 5A Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT CERTIFICATION REQUIREMENTS A. In the case of an individual contractor, his /her name, date of birth, Social Security number, and residence address: Name: D.O.B.: Social Security No: Residence Address: B. For contractor doing business in a form other than as an individual: The name, date of birth, social security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity (if no individual owns 10 percent or more, write "N /A "): Name: D.O.B.: Social Security No: Residence Address: Name: D.O.B.: Social Security No Residence Address Name: D.O.B.: Social Security No: Residence Address: (Additional sheets may be used if necessary) m Page ?!. %f Attachment A JOHN WAYNE AIRPORT A -E SERVICES FOR AIR QUALITY ANALYSIS ENVIRON International Corporation PROJECT NO.280- 280 - 1900- P312 -A CHILD SUPPORT ENFORCEMENT CERTIFICATE `I certify that is in full compliance with all applicable federal and state reporting requirements regarding its employees and with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of Contract with the County of Orange. I understand that failure to comply shall constitute a material breach of the contract and that failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the contract. Signature * Please Print Name Title Date Signature * Please Print Name Title Date Company Name Project Number * Two signatures required if a corporation. 39 Page ?!nA Attachment A APPENDIX 1 SCOPE OF SERVICES ENVIRON Architect - Engineer (A -E) Air Quality Analysis Services for John Wayne Airport Project No. 280 - 280 - 1900- P312 -A Architect - Engineer (AE) shall evaluate operational air quality impacts from sources such as aircraft, airside equipment, landside equipment, stationary sources, and buildings. The evaluation will include the development of emission inventories for a CEQA baseline /existing conditions scenario, No Project scenario, and the proposed Project and three alternatives (A, B, and C) as described in the MOU.' The Project and each of the alternatives has different combinations of limits for MAPs and passenger flight ADDs for the years 2016 -2020, 2020- 2025, and 2026 -2030, with cargo flight ADDS being maintained at one level between 2016 and 2030. AE shall work closely with the EIR team as the assumptions for each of the scenarios for analysis will require reconciliation with the other technical team members. AE shall analyze the CEQA baseline /existing conditions and one Project scenario; the Project scenario will include three years of evaluation (e.g., a year from each of these phases 2016- 2020, 2021 -2025, 2026 -2030 which will be selected by the Project team). The basis for estimating the emissions and impacts for the other scenarios (i.e., No Project and the three Alternatives A, B, C) will be used for the other scenarios. The scope of work for preparation of the Air Quality (AQ) and Green House Gas (GHG) Technical Reports includes the following tasks: 1. Planning and data gathering 2. Project impact analysis 3. Develop and analyze mitigation measures 4. Prepare AQ & GHG Technical Reports 5. Review of AQ and GHG Draft EIR sections 6. Assist with response to comments 7. Assistance with AQ and GHG Final EIR sections 8. Participate in project meetings Description of Tasks Task 1. Planning and Data Gathering Task 1.1. Kick -Off Meeting. AE shall participate in a kick -off meeting at the JWA offices with the main EIR coordinator and other team consultants to discuss the assumptions and data to be used in the technical studies. ' Available at: htto:// www. ocair. com/ communitvrelations /settlementacireement /docs /MOU2013- 3- 19.odf. Accessed: July, 2013. Page 4�4) Attachment A SCOPE OF SERVICES ENVIRON International Corporation Architect - Engineer (A -E) Air Quality Analysis Services Project No. 280- 280 - 1900- P312 -A Following this meeting, AE will work with JWA to exchange information and documentation that JWA may have related to the Project, strategize and refine the approach for the AQ and GHG analyses. Task 1.2. Alternative Analysis Approach. The combinations of MAP and ADD limitations outlined in the MOU Exhibit B (see Attachment A) will be the scenarios analyzed in the EIR. AE can assume that they will analyze the CEQA baseline /existing conditions scenario and the primary Project scenario, and then use activity based ratios to estimate the emissions and impacts for the other scenarios (i.e., No Project Scenario and the three Alternatives A, B, C). The approach will be determined by, and depend on, the information generated by the JWA team. AE will work with the EIR team and JWA to define an approach for each Alternative using these assumptions: • They will be based on a general representation of activity for each scenario • A single fleet mix for vehicles and aircraft will be used for the Project scenario • There will be no construction activities, such as lengthening of runways or other improvements that might have an effect on air quality and GHG emissions • There will be no significant change to General Aviation (GA) activities therefore GA inventories from past EIRs or documents are acceptable to use for the CEQA baseline /existing conditions • Estimate emissions and conduct air dispersion modeling for CEQA baseline /existing conditions and one Project scenario; the Project scenario will include three years of evaluation (e.g., a year from each of these phases 2016 -2020, 2021 -2025, 2026 -2030 which will be selected by the Project team, with MAP and ADD assumptions consistent with the MOU). JWA will provide the data required to estimate baseline /existing conditions and assumptions for the Project and all alternative scenarios. For purposes of estimating cost for this scope, AE can assume that the baseline will consist of one analysis year (e.g. 2013) and that the No Project scenario assumes that the Settlement Agreement limitations analyzed in the 2003 SEIR will continue once the Agreement expires due to local ordinance requirements. JWA understands that the process of developing an approach to an analysis is inherently uncertain. AE shall provide the level of effort based on the information available at the time of this contract. Task 1.3. Data Gathering. The JWA team will provide the assumptions regarding the emission sources listed below to ensure consistency across the various technical sections. AE will assist in the identification of the required input assumptions and review the provided data. AE can assume the following sources will be analyzed: 2 APPENDIX 1 PagVT Attachment A SCOPE OF SERVICES ENVIRON International Corporation Architect - Engineer (A -E) Air Quality Analysis Services Project No. 280- 280 - 1900- P312 -A Aircraft: Commercial aircraft landing and taking off, taxiing, and on -stand (ground power units [GPUs] or auxiliary power units [APUs]); Ground Support Equipment (GSE): Airside maintenance trucks, airside baggage carriers, airside shuttle services, airside employee transportation on -site, airside fuel consumption, and airside electricity consumption; Landside Equipment: Landside vehicles associated with the Airport's day -to -day operations. This includes landside vehicles owned and operated by the airport, landside vehicles owned by the airport and operated by third parties, and landside vehicles owned and operated by third parties (e.g., shuttles and van services). The mobile source category will also include on -site maintenance trucks, shuttle services, employee and passenger transportation, and other off - road equipment not included in GSE above; Stationary Sources: Fuel storage tanks and dispensing facilities. AE can assume that certain stationary sources such as emergency generators, chillers, boilers, air conditioning units will not be impacted by increasing airport traffic because the hours of operation at the Airport, and hence, duration in which these units are used, will not change; thus, this scope of work does not include analyses of these sources. GPUs and APUs are referenced above with "Aircraft ". Buildings: Electricity, natural gas, steam, and chilled water used by buildings at the Airport site, specifically airport owned and operated, airport owned and third party operated and /or third party owned and operated (e.g., tenants and service partners) buildings. JWA obtains most of its electricity from an onsite cogeneration facility. Note that the change in passengers and flights may not change certain aspects of the building energy use from what would be projected absent the Project, and may be reasonably excluded from assessment. Those activities to be excluded will be further refined with the JWA team during refinement of the project description in Task 1.2. JWA will assist with collection of data to include items such as: types of existing aircraft and potential future aircraft, GSE, GPU and APU details, landside equipment, and fuel farm equipment inventories, and electricity usage, among other parameters. Task 1.4. GHG Significance Threshold AE may assume the SCAQMD has GHG significance thresholds for stationary sources, but only DRAFT significance GHG significance thresholds for other projects. The County of Orange also has not formally adopted any GHG significance thresholds. AE will work with JWA to identify a suitable GHG significance threshold and develop a `performance metric'. This type of analysis will enable JWA to highlight and quantify some of the efforts to reduce GHG emissions such as CNG taxi fleet and electrification of GSE. JWA understands the level of effort required to develop a performance metric for GHG is highly uncertain. AE can assume that the performance metric will be an "emissions per passenger ratio" that will be developed based on a single year of data consistent with the AB32 scoping plan. This task will require one meeting with JWA, its outside counsel and the EIR team. In addition, there will be one meeting with SCAQMD staff. As a part of this task, AE will prepare a decision paper for the internal meeting and draft an agenda and decision paper for the meeting with the SCAQMD. In preparation for the internal and SCAQMD meeting, AE will review the GHG sections of two recent airport EIRs in California, with a focus on SCAQMD related airports. 3 APPENDIX 1 PagY4 19 Attachment A SCOPE OF SERVICES ENVIRON International Corporation Architect - Engineer (A -E) Air Quality Analysis Services Project No. 280- 280 - 1900- P312 -A If the effort to develop an airport- specific efficiency metric is unsuccessful, AE will perform an analysis using an improvement over the Business -As -Usual (BAU) threshold. Task 2. Project Impact Analysis In accordance with County Guidelines, AE will use the SCAQMD CEQA guidelines' for assessing the operational impacts in the preparation of AQ & GHG Technical Reports. The impact analysis will evaluate the following areas: • Criteria Air Pollutants (CAP) and Precursor Emissions; • Compliance with Federal and State Ambient Air Quality Standards (AAQS); • Health Risk Analysis (HRA) from Toxic Air Contaminants (TAC); • Odor Impact (qualitative); • Carbon Monoxide (CO) Hotspot Analysis (semi - quantitative); • Cumulative Impacts. The sections below provide additional details on how these analyses will be performed. As discussed above, AE can assume that there will be no construction activities associated with the proposed project or alternatives and that the curfew will be assumed to exist for all scenarios. Task 2.1. Preliminary Calculations for Likely- Significant Impacts To better understand the areas in which further technical analyses will be required (such as air dispersion modeling), AE will perform preliminary calculations of Project emissions based on a simple scaling exercise to compare baseline conditions to the proposed project emissions based on some worst -case assumptions. This approach will be used to quickly identify which pollutant / scenario combinations will likely have significant and unavoidable impacts, and which may be able to be mitigated to levels below significance. The preliminary findings will be discussed in a conference call. It is anticipated that the results of this screening analysis may result in the early adoption of certain mitigation measures (or project design features) to minimize the iterative work that might otherwise occur. Task 2.2. Project Emissions AE will create an emissions inventory for the CEQA baseline /existing conditions and the Project scenario. The following items will be included in the analysis with the understanding that some default factors will be included within the models (as discussed below). Task 2.2.1. General Inventory Approach and Criteria Air Pollutant Impact Analysis Based on the source activity data gathered under Task 1.3, AE will develop an emissions inventory for criteria, GHG and HAPs emissions for the CEQA baseline /existing conditions and the Project scenario and use the approach determined in Task 1.2 to create the emission inventories for other scenarios (i.e., Alternative A, B, and C). As discussed below, AE will use ' SCAQMD. 1993. CEQA Handbook; currently under revision; partial revisions available at http : / /www.aqmd.gov /ceqa /hdbk.htmi. Thresholds available online at: hftp://www.aqmd.gov/ceqa/handbook/signthres.pdf 4 APPENDIX 1 Attachment A SCOPE OF SERVICES ENVIRON International Corporation Architect - Engineer (A -E) Air Quality Analysis Services Project No. 280- 280 - 1900- P312 -A default metrics within the models (e.g. Emissions and Dispersion Modeling System (EDMS)', California Emissions Estimation Model (CalEEMod TM)° EMFAC2011) unless other specific data is provided. Although next year FAA is planning to replace EDMS with AEDTS, JWA assumes that the model replacement will occur too late for use in this EIR and that EDMS will suffice to estimate aircraft and major airport emissions due to the timeline of this project. Emissions for the five source categories identified in Task 1.3 will be calculated based on the following methodologies: Aircraft: Aircraft emissions can be estimated for approach, landing, taxiing, takeoff, climbout, and cruise modes using the Federal Aviation Administration's (FAA) model, EDMS. Default EDMS data will be used, except for taxi times. EDMS will also be used to calculate emissions from APUs and GPUs. EDMS default data will be used for APU usage rates. GSE: Emissions from airside maintenance trucks, airside baggage carriers, airside fuel consumption, and airside electricity consumption will be calculated using EDMS defaults based on aircraft included in the study with incorporation of JWA GSE fleet specific information. EDMS defaults for GSE are based on the NONROAD2005 model following the latest FAA recommendations. AE will modify the EDMS output to represent the alternative fueled GSEs at JWA. AE will also incorporate the information that was submitted to the SCAQMD for the development of the 2012 Air Quality Management Plan (AQMP). Landside Equipment: Emissions from fuel consumed in mobile vehicles and mobile off -road equipment associated with the Airport's day -to -day operations will be calculated using the California Air Resource Board's (CARB) most recent EMFAC Model (EMFAC2011 a) to calculate emissions. The JWA team traffic consultant will provide trip related information to estimate the total Vehicle Miles Traveled (VMT). Stationary Sources: Emissions from fuel storage tanks and dispensing facilities will be estimated based on fuel usage data provided by JWA and standard emission factors provided by SCAQMD or USEPA. Assume that stationary sources (e.g., emergency generators, chillers, boilers, air conditioning units) are not impacted by the Project (i.e., no increase in related emissions). For the CEQA baseline /existing conditions, assume that emission estimates for these sources from previous EIRs can be used as the basis for their inclusion, as the contribution of these sources to the total inventory is expected to be small. Fuel usage information by JWA and SNA fuel may be included (will be provided by JWA). Buildings: Utility information will be provided by JWA. A cogeneration central utility plant burns natural gas and provides electricity to the terminals and parking structures. The following emission sources emit GHG pollutants only, and are not included in the CAP inventory. These emissions can be quantified based on JWA provided information (e.g., electricity and natural gas usage), building square footage and project activity, either using CalEEMod or an a Federal Aviation Administration. Emissions and Dispersion Modeling System (EDMS). Available online at: hftp://viww.faa.gov/about/office—org/headquarters — offices/apl/research/mod els /ed ms_model/ 4 SCAQMD. CalEEMod. Available online at: http: / /caleemod.com/ e FAA. AEDT Software (expected publication in 2014). Information available online at: http://www.faa.gov/about/office org/h eadq ua rters_ offices /a pl /resea rch /m od el s /aed U s California Air Resources Board (CARB). EMFAC2011. Available online at: hftp://www.arb.ca.gov/msei/modeling.htm 5 APPENDIX 1 Page 144 of �5q Attachment A SCOPE OF SERVICES ENVIRON International Corporation Architect - Engineer (A -E) Air Quality Analysis Services Project No. 280- 280 - 1900- P312 -A analogous methodology. This scope includes emission calculations for sources that are included in EDMS, CalEEMOd, and EMFAC2011. Task 2.2.2. Project Greenhouse Gas Impact Analysis AE may assume that the GHG emissions inventory will be compared to a performance metric. Other methods are not included in this scope. Task 2.2.3. Project Toxic Air Contaminants Emissions Quantify TAC emissions from the "onsite" sources listed in Task 1.3 to support a health risk assessment. "Onsite" emissions will include a portion of the aircraft emissions while in the air. AE will primarily use EDMS to estimate TAC emissions from these sources. EDMS includes emissions for 45 HAPs across various speciation profiles (e.g., jet A, diesel, gasoline, and compressed natural gas fuels). AE will incorporate CARIB speciation profiles as necessary. Task 2.3. Dispersion Modeling Perform ambient air modeling for sources at JWA to determine compliance with SCAQMD CEQA Ambient Air Quality Standards for Criteria Pollutants. Utilize EDMS (which incorporates AERMODv12345) to perform dispersion modeling for aircraft and associated ground support equipment, for comparison with the following air quality standards: Pollutant Avg. Times NO2 1 -hour, Annual arithmetic mean PM10 24 -hour, Annual average PM2.5 24 -hour S02 1 -hour average, 24 -hour average CO 1 -hour average, 8 -hour average Incorporate temporal factors to represent the potential variation in flights through the day. Assume that additional air dispersion modeling runs will not be required beyond the one generated for the Project scenario, and that the approach to evaluate alternatives as discussed in Task 1.2 can be used. The new Federal 1 -hour NO2 standard is more stringent and challenging to comply with than previous NO2 standards. This may be JWA's greatest challenge for the CEQA analysis in terms of demonstrating compliance with the AAQS. Assume that AERMODv12345' will be used for all air dispersion modeling for this project. As far as 1 -hour NO2 modeling, AERMOD can be run in three main modes for NO2 modeling: assuming all NO is converted to NO2, using the Ozone - Limiting Method (OLM), or using the Plume Volume Molar Ratio Method (PVMRM) method. For purposes of this cost estimate, AE has assumed that a conservative 75% NO2 conversion factor will be used. It is understood that a refined NO2 conversion rate may be developed and incorporated into the analysis. This scope does not include more sophisticated approaches such as computational fluid dynamics. ' USEPA. AERMOD Modeling System. Available at: http: / /www.epa.gov /ttn /scram /dispersion prefrec.htm #aermod. Accessed: July, 2013. N APPENDIX 1 Page} ;p Attachment A SCOPE OF SERVICES ENVIRON International Corporation Architect - Engineer (A -E) Air Quality Analysis Services Project No. 280- 280 - 1900- P312 -A Task 2.4 Project Health Risk Assessment AE will prepare a health risk assessment for the Project, which calculates Cancer Risk, Chronic Index, and Acute Hazard Index at the Maximally Exposed Individual Receptor (MEIR) based on the TAC emissions and air dispersion modeling results based on currently adopted SCAQMD standards. AE will also calculate Cancer Burden resulting from the project, if the Project cancer risk is greater than 1 in a million. AE will perform a screening level identification of sensitive receptors within 1 kilometer of the project site, and conservatively estimate 70 -year Residential exposure parameters for these receptors. At this time, California's Office of Environmental Health Hazard Assessment ( OEHHA) has published technical guidance modifying standard exposure assumptions (e.g., breathing rate and maximum exposure period) as well as adding Age Sensitivity Factors to risk assessments. However, SCAQMD has yet to adopt this new guidance. This scope assumes usage of the SCAQMD's guidance, although AE will discuss the status of SCAQMD's position with JWA relative to the new OEHHA technical guidance prior to performing this task. If SCAQMD's position changes, additional effort not estimated here may be required. Task 2.5. Project Odor Assessment This Project is not expected to introduce odorous compounds, therefore it is assumed AE will not conduct a Project odor assessment. Task 2.6. Carbon Monoxide (CO) Hot Spot Analysis The most stringent 1 -hour CO standard (20.0 parts per million [ppm]) will likely not be exceeded until the daily traffic at the busiest intersection exceeds more than 400,000 vehicles per day.' Therefore, AE can assume that the traffic consultant will provide daily traffic volumes for the Project at the intersections. AE will perform a semi - quantitative analysis to evaluate CO Hotspots based on this data. For the purposes of cost estimation, this scope assumes that traffic at the busiest traffic intersection will not exceed 400,000 per day. Task 2.7. Cumulative Analysis The AQ & GHG Technical Reports will include an assessment of the cumulative impacts associated with the proposed Project and other projects in the area that are under construction or planned for between 2016 and 2030. AE will work with JWA to establish a methodology for assessing cumulative impacts. For purposes of this scope and associated cost, AE will list related projects provided by JWA and provide a qualitative conclusion regarding the cumulative impact of the project per SCAQMD guidance. Due to the complex physical, chemical, and atmospheric mechanisms involved in global climate change, it is likely impossible to identify the specific impact, if any, to global climate change from one project's incremental increase in global GHG emissions. Thus, the Project GHG emissions and the resulting significance of potential impacts are more properly assessed on a cumulative basis. Therefore, the analysis of potential impacts from the Project's GHG emissions is representative of the cumulative impacts and AE may assume an additional quantitative analysis for cumulative GHG impacts will not be required. 8 SCAQMD. 1992. Federal Attainment Plan for Carbon Monoxide. SCAQMD. 2003. Air Quality Management Plan. 7 APPENDIX 1 Attachment A SCOPE OF SERVICES ENVIRON International Corporation Architect - Engineer (A -E) Air Quality Analysis Services Project No. 280- 280 - 1900- P312 -A Task 3. Develop and Analyze Mitigation Measures Based on the results of the tasks described above, additional work may be required to evaluate mitigation measures to reduce Project emissions. If required, AE will work with JWA to evaluate and incorporate mitigation measures as follows: (1) identify mitigation measures, (2) determine which mitigation measures JWA will implement, (3) determine which of these mitigation measures will be quantified in the EIR, and (4) quantitatively incorporate these mitigations into the emissions inventory. Task 4. Prepare Air Quality & Greenhouse Gas Technical Reports AE will document results of the above work in separate AQ & GHG Technical Reports. The technical reports will include a discussion of the regulatory and environmental setting, background tables of emission estimates, modeling results, comparison to applicable significance thresholds, and proposed mitigation measures (as appropriate). This scope includes two rounds of internal team review of the draft technical report with revisions. Task 5. Review of the Air Quality & GHG Draft EIR Sections The EIR team will incorporate information from the AQ & GHG Technical Reports into the corresponding Draft EIR Sections. AE will review the Draft EIR sections to ensure consistency and accuracy of the information presented compared to our AQ and GHG Technical Reports. For planning purposes, this scope includes one round of review and revisions for the Draft EIR sections. Task 6. Assist with Response to Comments (Time & Materials) AE will assist with responding to public comments of the Draft EIR related to the air quality and GHG analyses on a time and materials basis. This scope assumes that neither additional technical studies nor modeling will be needed to address the public comments. If additional work is required due to the volume or complexity of the comments, it will be done on a time and materials basis. Task 7. Assistance with Air Quality & GHG Final EIR Sections AE will assist in the preparation of the AQ and GHG Final EIR sections. For purposes of this cost estimate, we have assumed that the AQ and GHG Technical reports will not need to be revised and that additional technical analyses will not be required. For planning purposes, we assume that we will conduct one round of editing and one round of internal review based on internal team comments. AE assumes that these revisions will be organizational and grammatical in nature. If additional technical studies are needed to finalize the EIR, AE can prepare a separate scope of work and cost estimate at the request of JWA. AE has estimated a level of effort for this task. Task 8. Participate in Project Meetings This scope includes bi- weekly team meetings held between September and the end of November and then monthly meetings held until the Draft EIR is released (i.e., January 2014). We understand that the frequency of meetings during the responses to comments period will be dependent on the number and complexity of the comments; however, for planning purposes, this scope of work assumes AE will be involved in 13 meetings on -site at JWA (one in 8 APPENDIX 1 Page Q7 p# 5p Attachment A SCOPE OF SERVICES ENVIRON International Corporation Architect - Engineer (A -E) Air Quality Analysis Services Project No. 280- 280 - 1900- P312 -A September, two each in October and November, one each month from December through February, three during the preparation of responses to comments, and two in preparation for hearings). M APPENDIX 1 Page 9 ,� Attachment A /_1 »=1ZIa]KWA FEE SCHEDULE ENVIRON International Corporation This appendix describes the fee structure for the Scope of Services described in Appendix 1 of this Agreement. Most tasks within this agreement are allocated on a lump sum basis. However, some tasks are identified as time and materials with a not -to- exceed amount. AE hourly billing rates, which will be used for the time and materials tasks, are provided below. If change orders are proposed for any task, the hourly rates will be used for estimating the change order cost. Task # Activity Fee Type Estimated Costs 1 Planning and Data Gathering Lump sum $20,000 2 Project Impact Analysis Lump sum $100,000 3 Develop and Analyze Mitigation Measures Lump sum $20,000 4 Prepare AQ & GHG Technical Reports Lump sum $30,000 5 Review of AQ & GHG DER Sections Lump sum $5,000 6 Assist with response to comments Time & Materials, not -to- exceed $5,000 7 Assist with AQ and GHG FEIR sections Lump sum $5,000 8 Participate in Project Meetings Lump sum $15,000 Total: $200,000 (Rates for AE's Personnel on following page) APPENDIX 2 Page }9,1 50 Attachment A Rates for AE's Personnel Rate Category: /hr. Principal 307 Principal Consultant 307 Manager10 250 Manager 9 230 Manager 8 206 Senior Associate 7 187 Senior Associate 6B 173 Associate 6 154 Associate 5 149 Associate 4 130 Associate 3 101 Draftsperson 96 Support 79 Core Team Shari Libicki — Principal in charge (Principal) Eric Lu — Project Manager (Manager 10) Megan Dibiase — Technical Lead (Senior Associate 7) Senior Technical Advisors Joe Hower — SCAQMD (Principal) Rachel Velthuisen — Emissions (Manager 9) Till Stoeckenius —Advanced Modeling (Manager 10) Elizabeth Miesner — Health Risk Assessment (Principal) 2 APPENDIX 2 Pagef ,4 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B JOHN WAYNE AIRPORT AGREEMENT FOR TRANSPORATATION ENGINEERING SERVICES PROJECT: TRAFFIC & CIRCULATION ANALYSIS FOR JWA PROPOSED SETTLEMENT AGREEMENT AMENDMENT ENVIRONMENTAL IMPACT REPORT THIS AGREEMENT (the "Agreement "), is made and entered into on the day of 2013, between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "COUNTY" or "JWA," and FEHR & PEERS, hereinafter referred to as the "Architect- Engineer or "AE." This Agreement will be administered by the Director of John Wayne Airport or his designee, herein after referred to as ( "JWA "). WITNESSETH: AE is a firm which is duly licensed and registered under the law of the State of California to provide architectural and engineering services. IT IS MUTUALLY AGREED between the parties hereto that: 1. TERM OF AGREEMENT The "Term" of this Agreement shall commence on execution. The AE shall not commence services under this Agreement until it has obtained all insurance required under this Agreement and such insurance has been approved by COUNTY. This Agreement shall expire three years from execution, at 11:59 p.m., unless such Term is extended, terminated or otherwise modified as provided in this Agreement. 2. AE SCOPE OF SERVICES The AE shall perform in a competent and professional manner, and shall prepare a traffic and circulation analysis and technical report for inclusion in an Environmental Impact Report, including those tasks and duties set forth in the attached "Scope of Services" for Project No. 280- 280 -1900- P312 -B, ( "Project ") which is incorporated into this Agreement as Appendix 1. 3. OWNERSHIP OF DOCUMENTS All reports, documents and related data, and other AE work or materials furnished 1 (Approved 7 -30 -2013) Page I R5 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B hereunder shall be and remain the property of COUNTY, and may be used by COUNTY as it may require without limitation, without any additional cost to COUNTY. However, AE does not accept responsibility for COUNTY's use of AE's work under this Agreement for other projects. AE will provide all such work and materials to COUNTY upon request. 4. DATA ANALYSIS AND COORDINATION AE shall be responsible for the coordination of all data and analysis work as required in the Scope of Services. If the work has been performed by others on behalf of AE, AE accepts full responsibility for that work, as fully as if the work had been performed by the AE itself. AE shall be responsible for the completeness and accuracy of modeling and analysis results and reports that are required under this Agreement, for their compliance with all applicable codes, ordinances, regulations, laws and statutes. Upon completion of Deliverables, as determined by the COUNTY, AE shall upload each of the Deliverables into Unifier or as otherwise directed by COUNTY. 5. REVIEW OF PROJECT DOCUMENTS AND EXISTING CONDITIONS BY AE AE represents and agrees that it will review and become fully informed as to the state of any existing studies for work tasked through this Agreement and, if necessary, that AE will visit the job site and examine the actual site conditions and limitations, and that AE will obtain information sufficient to allow it to proceed with the Scope of Services. AE is and will be relying strictly and solely upon its own such review and examinations and the advice and counsel of its agents and officers. AE shall advise COUNTY of any need for securing any tests, analyses, studies, reports, or consultant services in connection with assigned work and the management thereof. Except as expressly set forth in this Agreement, COUNTY is not making and has not made any warranty or representation with respect to site conditions or limitations. 6. TIME FOR PERFORMANCE AE shall complete Scope of Services according to the following schedule: JWA Proposed Settlement Agreement Amendment EIR Schedule Due no later than: 11/1/13: AE submits Draft Technical Study to COUNTY 11/27/13: COUNTY completes review of Draft Technical Study and returns comments to AE 12/13/13: AE submits revised Technical Study to COUNTY 1/20/14: EIR AE submits Screencheck EIR to COUNTY (Approved 7 -30 -2013) 2p y6 Pa9�� j g Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B 2/7/14: COUNTY returns Screencheck EIR comments to FIR AE 2/21/14: EIR AE incorporates revisions and produces Draft EIR for public review 4/28/14: AE prepares responses to comments and submits to COUNTY 5/12/14: COUNTY reviews responses to comments and returns revisions to AE 5/19/14: EIR AE completes edits to responses to comments and submits Final Draft EIR and Mitigation Monitoring and Reporting Program (MMRP) to COUNTY for review 5/23/14: COUNTY reviews Final DEIR, MMRP and returns comments to AE 5/27/14: AE submits Final Draft EIR package to COUNTY 7. COORDINATION OF DOCUMENTS AE shall be responsible for the coordination of all documents, drawings or reports relating to AE's Scope of Services, regardless of whether such documents, drawings or reports are prepared or performed by AE, by AE's subcontractors, or by others under this Agreement. If documents, drawings or reports have been prepared by others on behalf of AE, AE accepts fully responsibility for that work, as fully as if the work had been performed by AE itself. AE shall be responsible for the completeness and accuracy of all documents, drawings or reports that are required under this Agreement and for their compliance with all applicable codes, ordinances, regulations, laws, and statutes. 8. CONFIDENTIALITY A. All analysis, forecasts, reports, documents, ideas, memoranda, specifications, plans, procedures, drawings, descriptions, and all written or other information submitted to AE in connection with the performance of this Agreement shall be held confidential by AE and/or anyone acting under the supervision of AE and shall not, without the prior written consent of COUNTY, be used for any purposes other than the performance of the Scope of Services described in Appendix 1, nor be disclosed to any person, partnership, company, corporation or agency, not connected with the performance of the Scope of Services. B. Nothing furnished to AE which is generally known among counties in Southern California shall be deemed confidential. C. AE and/or anyone acting under the supervision of AE shall not use COUNTY name or insignia, photographs of the work, or any other information, slides, or publicity pertaining to the work in any presentation, magazine, trade paper, newspaper, or other medium without the express written consent of COUNTY. 9. PUBLICATION A. No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance 3 (Approved 7 -30 -2013) M Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B or prepared in connection with this Agreement, are to be released by AE and/or anyone acting under the supervision of AE to any person, partnership, company, corporation, or agency, without prior written approval by the COUNTY, except as necessary for the performance of the services of this Agreement. All press contacts, including graphic display information to be published in presentations, newspapers, magazines, etc., are to be administered only after COUNTY approval. B. The AE agrees that it will not issue any news releases or make any contact with the media in connection with either the award of this Agreement or any subsequent amendment of, or effort under this Agreement. AE must first obtain review and approval of said media contact from the COUNTY through the COUNTY'S Project Manager. Any requests for interviews or information received by the media should be referred directly to the COUNTY. AE's are not authorized to serve as media spokespersons for COUNTY projects without first obtaining permission from the COUNTY Project Manager. 10. COUNTY'S RIGHTS CUMULATIVE COUNTY's rights under this Agreement shall be cumulative and in addition to, and not in limitation of, any and all other legal or equitable rights or remedies which may be available to the COUNTY under law. 11. COMPENSATION FOR SERVICES A. Lump Sum Tasks COUNTY shall pay Lump Sum items based on the acceptable completion of each Lump Sum task. Partial payment will be made based on COUNTY approved percentage of completed tasks. B. Maximum Not -To- Exceed Compensation and Reimbursable Expenses COUNTY shall pay to AE for performance of this Agreement as specified in Appendix 2 in an amount not -to- exceed $199,600, for A -E's approved work in accordance with the Scope of Services. AE shall only be entitled to payment for work as directed by COUNTY and completed by A -E within its Scope of Services as set forth in Appendix 1. hi no event shall AE be entitled to compensation and reimbursement that would result in the total payment by the COUNTY under this Agreement exceeding $199,600 unless change order(s) or amendment(s) to this agreement have been approved by COUNTY, pursuant to Section 14, Changes in Scope of Services. In the event the AE would be entitled to additional compensation except for the limitation of the not -to- exceed amount stated in this section as may be amended, AE shall not be obligated to perform additional services until a change in compensation is approved by COUNTY increasing the not -to- exceed amount. 0 (Approved 7 -30 -2013) s i Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B C. Rates for A -E's Personnel COUNTY agrees to compensate AE for services performed by its personnel based on the hourly rates set forth in Appendix 2 for each Job Classification. The hourly rate for each job classification represents the maximum rate for that job classification. These hourly rates will be used for all Time and Materials work tasks performed under this Agreement. However, the COUNTY reserves the right to negotiate with AE a lower rate for any given job classification based on the qualifications of the candidate being considered for that job classification. D. Labor Cost Projections and Cost Control AE shall exercise diligent effort to maintain best management practices control of the productivity of its personnel in performance of their tasks within the Scope of Services, and report to JWA in a timely fashion any conditions, unusual circumstances, or elements that may impact or be cause for change AE's Scope of Services or cost. On a quarterly basis, or more frequently as COUNTY may consider appropriate, AE shall submit to JWA its personnel's labor hours and costs expenditures for the previous quarter and projections for the coming quarter, and shall report potential variances, if any, in expenditures and productivity which may result in the exhaustion of funds in the Agreement prior to its term expiration. AE shall promptly submit a request for change order or amendment for JWA's review if AE becomes aware of conditions or circumstances that may warrant a change in Scope of Services, or which may cause labor productivity and/or expenditures to vary measurably. E. Reimbursable Expenses Reproduction expenses incurred by AE for AE's own in -house reproduction will not be reimbursed by COUNTY. No reproduction or other expenses will be reimbursed by COUNTY without prior written authorization. The AE's invoice shall not include, or be given any consideration for, any items deemed by the COUNTY as overhead expenses. AE expenses beyond the schedule of fees will not be considered. This includes, but is not limited to, travel, mileage or other expenses deemed by the COUNTY as overhead. The cost for the work and reimbursable expenses will be billed in accordance with Appendix 2, by AE to COUNTY monthly in proportion to the work completed and to the extent that outside consultants, subcontractors, and approved direct project expenses are allowed, as approved in writing by JWA. Other reimbursable expenses that may be required are subject to prior written approval by JWA. F. Request for Payment Services under this Agreement shall be billed every month using JWA's "Request for E (Approved 7 -30 -2013) Page 5 5 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B Payment" form provided by JWA and/or other electronic format of "Request for Payment" approved and made available by JWA, via Oracle Primavera Unifier (Unifier). Approved and authorized reimbursable expenses shall be included in the Request for Payment. AE will not be entitled to any mark -up on reimbursable expenses. AE will not be entitled to reimbursement for any expense incurred in performance of this Agreement or in connection with the Scope of Services that is not specified in Appendix 1. AE shall submit the invoice as a record into the Unifier Project Document Management System with the following documents attached as electronic backup. Payment documentation shall include customary information including, but not limited to: 1) Signed invoice cover sheet 2) For Time and Materials work, timesheets shall include; employee name, hours worked, Service dates for hourly fee services certified by AE's Project Manager or authorized designee, and 3) Up -to -date running account of task hours and cost for the project. 4) Authorization letters and receipts for approved Reimbursable Expenses. 5) Progress Report: Each activity of AE and staff must be defined by their job title and description of work completed. 6) List of employees who worked on the Scope of Services during the month covered by the Request for Payment, including their names, job titles, hourly rates, and assignments. COUNTY will pay AE a fee on an hourly rate basis subject to the respective not -to- exceed limits for services performed based on the hourly rates set forth. Fees for Architect- Engineer Services shall be in accord with the hourly rates set forth in Appendix 2 except as provided in Section 14, Changes in Scope of Services. COUNTY will not pay hourly labor charges, fees, or test charges without back -up documentation. AE is responsible for submitting invoicing in a format that is acceptable to JWA Accounting. In the event that AE anticipates the cost for Architect- Engineer Services in excess of the authorized amounts, the COUNTY shall be notified immediately in writing. COUNTY shall not be required to pay for Architect- Engineer Services in excess of these amounts unless the COUNTY otherwise agrees by Change Order. Requests for payment should be submitted to JWA no later than 15 days following the period in which the services were performed. Requests for Payment must be 0 (Approved 7 -30 -2013) Peg "6�fe Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B approved by COUNTY Auditor before payment may be made 12. AVAILABILITY OF FUNDS Each payment or obligation of COUNTY is contingent upon the availability of local, state, or federal government funds which are appropriated or allocated for the payment of such an obligation. If the funds are not allocated and available for the continuance of the services performed, then this Agreement may be terminated or suspended by COUNTY at its convenience. COUNTY shall notify AE promptly of any product or service that will be affected by a shortage of funds. No penalty shall accrue to COUNTY in the event this provision is exercised, and COUNTY shall not be obligated or liable for any future payments due or for any damages as a result of suspension or termination under this paragraph. 13. RIGHT TO OFFSET COUNTY, without waiver or limitation of any of its right or remedies, shall be entitled from time to time to deduct from any amounts due or owing by COUNTY to AE in connection with this Agreement, any and all amounts owed by AE to COUNTY in connection with this Agreement. COUNTY will provide AE with written notice of amounts withheld. 14. CHANGES IN SCOPE OF SERVICES If changes to the Scope of Services cause an increase in costs and/or time, compensation shall be based on hourly rates as set forth in Appendix 2, "Fee Schedule." If COUNTY desires a change in the Scope of Services, a written order bearing the heading "Change Order" shall be issued by COUNTY. The written Change Order shall set forth in reasonable detail the nature of the change. Within ten days of receipt of such Change Order, the AE shall present to COUNTY a detailed request for change in compensation and /or a change in the schedule of performance from that set forth in this Agreement, if any. Upon receipt, COUNTY may reject AE's request for change in compensation and/or change in the schedule of performance, negotiate a revision of the requested change in compensation and/or change in schedule, or may approve such change request as requested by the AE. COUNTY may also, by written direction, direct AE to perform the work required by the Change Order and submit any requested change in compensation and/or change in schedule to later resolution by the parties. When a Change Order has been issued, the AE shall expeditiously proceed to implement the Change Order. If AE believes that a change in the Scope of Services is appropriate, it shall submit a written request to the COUNTY to issue a Change Order and/or seek approval from COUNTY of such Change Order. Such a request for Change Order shall include the proposed change in the Scope of Services and/or the proposed increase in services, as 7 (Approved 7 -30 -2013) Peg!( f f Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B well as any proposed change in compensation and/or schedule associated with such Change Order. COUNTY may utilize the same options in response to such a request for a Change Order as stated hereinabove. All changes to the Scope of Services shall be approved in accordance with the current version of the COUNTY's Contract Policy Manual. If changes to the Scope of Services cause an increase in compensation, such increase in compensation shall be based on the terms of this Agreement. 15. RIGHT OF AUDIT & RECORDS Pursuant to and in accordance with Section 8546.7 of the California Government Code, in the event that this Agreement involves expenditures of public funds aggregating in excess of Ten Thousand Dollars ($10,000), the parties shall be subject to examination and audit by the California State Auditor for a period of three (3) years after final payment under this Agreement. AE's records shall upon reasonable notice be open to inspection and subject to audit and/or reproduction during normal business working hours. COUNTY's representatives or agents shall have reasonable access to AE's facilities, shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement and shall be provided adequate and appropriate workspace, including use of a copier, in order to conduct audits in compliance with this section. The COUNTY or its designee may conduct such audits or inspections throughout the term of this Agreement and for a period of four (4) years after final payment or longer if required by law. COUNTY representatives or agents may (without limitation) conduct verifications such as verifying information and amounts through interviews and written confirmations with AE employees, field and agency labor, subcontractors, and vendors. AE's records shall include any and all information, materials, data of every kind and character, including without limitation, records, books, papers, documents, notes, receipts, vouchers, drawings, and any and all other agreements, sources of information and matters that may in COUNTY'S judgment have any bearing on or pertain to any matters, rights, duties, or obligations under or covered by any contract document. Such records shall include hard copy, as well as computer readable data, written policies and procedures, accounting records of time and expenditures, time sheets, payroll registers, payroll records, cancelled payroll checks, subcontract files, change order files, back charge logs, invoices, and any other AE records which may have a bearing on matters of interest to the COUNTY in connection with the AE's dealings with the COUNTY to the extent necessary to adequately permit an evaluation and verification of any or all of the following: (1) compliance with Agreement requirements; (2) compliance with COUNTY business ethics /conflict of interest expectations; (3) compliance with Agreement provisions regarding the pricing of change orders; (4) accuracy of AE E (Approved 7 -30 -2013) Pallsl,� Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B representations regarding pricing of invoices; (6) accuracy of AE representations related to claims submitted by AE or any AE payees. AE represents and agrees that failure by AE to maintain such records in compliance with this section precludes AE from maintaining any request or claim for compensation from or against COUNTY for any time periods for which such records were not kept, and constitutes a waiver by AE of any such claim(s) against County for such time period(s). AE shall also include a clause in its agreements with subcontractors, and shall require subcontractors to include a clause in its agreements with sub - subcontractors which reserves the right for a COUNTY representative to audit any cost, payment or settlement resulting from any items set forth in this agreement, during the performance of this agreement and for a period of not less than three years after final payment is made or until all disputes, appeals, litigation or claims arising from this agreement have been resolved, whichever is later. This clause shall also require subcontractors to retain all necessary records for a period of not less than three years after final payment is made or until all disputes, appeals, litigation or claims arising from this agreement have been resolved, whichever is later. If an audit or examination in accordance with this section discloses overpricing or overcharges (of any nature) by the AE to the COUNTY in excess of one percent (1 %) of the total contract billings, in addition to making adjustments for the overcharges, the AE shall reimburse the reasonable actual cost of the COUNTY's audit to the COUNTY. Any adjustments and /or payments which must be made as a result of such audit or examination shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of COUNTY's findings to AE. Notwithstanding this requirement, the COUNTY may exercise its right to offset, as described in Section 13 of the Agreement, for collection of any reimbursements due to the COUNTY as provided for in this section. 16. TERMINATION FOR CONVENIENCE Notwithstanding any other provision of this Agreement, COUNTY may, at any time, and without cause, terminate this Agreement in whole or in part, upon written notice to AE. Such termination shall be effected by delivery to AE of a notice of termination specifying the effective date of the termination and the extent of the work to be terminated. In the event of such termination, COUNTY shall pay AE amounts owing to it for the work completed prior to the effective date of the termination. Such payment shall be AE's sole remedy against COUNTY. Under no circumstances will AE be entitled to anticipatory or unearned profits, consequential or special damages, or other damages as a result of a termination or partial termination of this Agreement. 17. TERMINATION FOR DEFAULT Notwithstanding any other provision of this Agreement, if AE fails to perform any of its 0 (Approved 7 -30 -2013) Pag�9 S Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B obligations under this Agreement, COUNTY may, without prejudice to any other rights or remedies it may have, cause further payment to be held in abeyance, and/or may terminate this Agreement by giving written notice to AE specifying the date of termination. In the event of such termination, COUNTY shall pay AE for the portion of services performed up to the date of termination, including approved reimbursable expenses incurred up to that time, less any sums as may be withheld by COUNTY in its sole discretion to cover all costs, claims, damages or losses incurred by COUNTY or likely to be incurred as a result of or in connection with AE's failure to perform. Such payment shall be AE's sole remedy against COUNTY. The COUNTY may set off against and deduct from any amounts payable to AE all damages suffered by COUNTY due to any such default and failure to perform by AE. If COUNTY has, as of the date of the termination of this Agreement, already paid AE an amount which exceeds the amount which may be due to AE, AE shall refund to COUNTY the excess amount promptly after notice from COUNTY. Under no circumstances will A -E be entitled to anticipatory or unearned profits or special damages as a result of a termination of this Agreement. In the event COUNTY does not insist upon strict performance by AE, or waives one or more of AE's defaults, such event(s) shall not be deemed or construed as a waiver or a relinquishment to any extent of any right of COUNTY to insist on strict performance or to assert a default on any future occasion, nor will such be deemed to amend or modify the terms of this Agreement. Nothing in this paragraph shall be construed or deemed to be a waiver of any remedy in law or in equity that COUNTY may have. 18. OBLIGATIONS UPON TERMINATION In the event of termination for convenience or for default, the AE shall immediately stop work in accordance with the notice and comply with any other direction as may be specified in the notice or as subsequently provided by COUNTY. AE shall insert in any contract with a subcontractor that the subcontractor shall stop work on the date of and to the extent specified in a notice of termination, and shall require all subcontractors at any tier to insert the same in any lower tier contracts. Upon termination, AE shall turn over to COUNTY all finished and unfinished reports, drawings, maps, data and architectural or engineering work or materials of any kind or quality prepared or generated in connection with the work under this Agreement, including providing copies on computer disks or other applicable media of all such work or materials that were prepared in electronic or digital form. In addition, upon termination, AE shall immediately advise COUNTY of all outstanding agreements, subcontracts, rental agreements, and purchase orders which AE has with 10 (Approved 7 -30 -2013) Page J �f 1,6 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B others pertaining to performance of the work, and shall furnish COUNTY with complete copies thereof upon request by COUNTY, AE shall assign to COUNTY, in form and content satisfactory to COUNTY, AE's title to materials and equipment for the work and all its interest in any agreements, subcontracts, rental agreements, and purchase orders designated by COUNTY. AE shall include provisions in all of its subcontracts, rental agreements, purchase orders, and other agreements related to its work under this Agreement providing that its rights thereunder may be assigned to COUNTY and that in the event of such assignment, the other contracting party agrees to be bound to the COUNTY, and shall require all subcontractors at any tier to insert the same in any lower tier contracts. 19. SUSPENSION OF WORK A. COUNTY'S Options COUNTY may at any time by written notice to AE suspend further performance of all or any portion of the work by AE. The notice of suspension shall specify the date of suspension and the estimated duration of the suspension. Upon receiving any such notice of suspension, AE shall promptly suspend further performance of the work to the extent specified, and during the period of such suspension shall properly care for and protect all work in progress and information, materials, supplies, and equipment AE has on hand for performance of the work. Upon the request of COUNTY, AE shall promptly deliver to COUNTY copies of outstanding purchase orders, agreements, and subcontracts of AE for materials, equipment, and services for the work, and shall take such action relative to such purchase orders, agreements, and subcontracts as may be directed by COUNTY. COUNTY may at any time withdraw the suspension of performance of the work as to all or part of the suspended work by written, verbal, or facsimile notice to AE specifying the effective date and scope of withdrawal, and AE shall resume diligent performance of the work for which the suspension is withdrawn on the specified effective date of withdrawal. County recognizes that there may be additional cost associated with the suspension and later resumption of work. AE and County will negotiate a mutually agreeable payment to AE to offset such cost. B. No Agreement Modification No suspension or withdrawal of suspension shall entitle AE to any prospective profits or other losses or damages of any kind resulting from such suspension or withdrawal of suspension. Furthermore, no damages, compensation, or claims shall be payable or owing by COUNTY to AE for any inconvenience, interruption or cessation of AE's business, or loss of income arising from any suspension or withdrawal of suspension. 11 (Approved 7 -30 -2013) Page]1.l Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B 20. LICENSES AND CERTIFICATES AE and each of its subcontractors at any tier, if any, shall maintain in full force and effect at all times during the term of this Agreement such licenses, registrations or permits as may be required by the State of California or any other local, regional, county, state or federal governmental entities. AE and its subcontractors at any tier, if any, shall strictly adhere to, and obey, all applicable laws, ordinances, rules, and regulations of any kind now in effect or as subsequently enacted or modified, as promulgated by any local, regional, county, state, or federal governmental entities. 21. RESPONSIBILITY FOR DAMAGES OR INJURY COUNTY and its officers and employees shall not be answerable or accountable in any manner for any loss or damages that may happen to the work or any part thereof; for any loss or damage to any of the materials or other things used or employed in performing the work; for injury to or death of any person, either workers or the public; or for damage to property from any cause which might have been prevented by AE, its subcontractors at any tier, or any of their workers, agents or anyone employed or otherwise retained by them or for which they may be deemed responsible. 22. INDEMNITY To the fullest extent permitted by law, the AE shall defend, indemnify, and hold harmless the COUNTY, its officers and employees from and against any and all claims, lawsuits, orders, judgments, damages, penalties, fines, costs, liabilities, losses or actions of every kind and description arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the AE. In the event an indemnitee is named as a defendant in any such lawsuit, the AE shall, at the request of the COUNTY, represent the indemnitee with qualified counsel approved in writing by the COUNTY. AE's indemnity obligation shall not apply in the event of any loss, damage, or expense arising from the sole and /or active negligence or willful misconduct of the COUNTY or its agents, servants or independent contractors. If judgment is entered against AE and the COUNTY by a court of competent jurisdiction because of the concurrent negligence of the COUNTY, its officers and employees, and the AE, then the AE and the COUNTY agree that such liability will be apportioned as determined by the trier of fact. Nothing in this Agreement shall be construed as authorizing any award of attorney's fees in any action on, or to enforce, the terms of this Agreement. The rights and obligations set forth in this paragraph shall survive the termination or completion of this Agreement. 23. ERRORS AND OMISSIONS In the event of negligent errors or omissions of AE in performance of the work which result in expense to COUNTY greater than would have resulted if there were not errors or 12 (Approved 7 -30 -2013) Page j�f 46 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B omissions in the work accomplished by AE, any additional design, construction and/or restoration expense, and any other losses or damages incurred by County as a result thereof shall be borne by AE. The COUNTY's making of payment under this Agreement, including final payment, shall not be deemed or construed as acceptance by COUNTY of any defective work or any errors or omissions by the AE. 24. DELAY A. Excuse If AE is delayed in performing any obligation under this Agreement by acts of civil or military authority, fires, floods, or earthquakes beyond the reasonable control of AE, such delay shall be excused and the period of such delay shall be added to the time for performance of the obligation delayed. B. Obligations In the event any delay due to the foregoing causes or events set forth in this paragraph occurs or is anticipated, AE shall promptly notify the COUNTY in writing of such delay or anticipated delay and the cause and estimated duration of such delay. In the event of any delay, whether such delay is excused or not, AE shall exercise due diligence to shorten and avoid the delay and shall keep the COUNTY advised as to the continuance of the delay and steps taken to shorten or terminate the delay, and any costs associated therewith. C. Partial Failure of Performance Partial failure of performance due to any delay shall not terminate the Agreement or excuse a failure by AE to resume performance of its obligations hereunder as promptly as possible upon termination of delay. D. Recovery Plan Immediately upon learning of any event that may lead to a delay in the progress of the Scope of Services, AE shall prepare a plan for recovery to the original Project Schedule, including any associated costs, impacts or related effects thereof. Upon receipt of such plan, COUNTY may direct AE to execute the plan described, or a modification thereof. 25. AE PERSONNEL A. Assigning and Assigned Personnel The key employees of AE and its subcontractors for this Project shall not be 13 (Approved 7 -30 -2013) Page11 3�� Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B intentionally reassigned or removed from the Project without prior written consent of COUNTY. COUNTY shall be notified immediately of voluntary departure(s) of any key employees of AE and its subcontractors. AE shall not bill the COUNTY for the work of any personnel on the Project, whether or not considered to be key personnel, without COUNTY's prior written approval of the candidate by name and the candidate's specific hourly billing rate. AE will furnish the necessary personnel to complete the work on a timely basis in accordance with the Project Design Schedule. Upon request by COUNTY, AE shall submit a staff authorization request for proposed personnel and for a given job classification, upon which COUNTY will render a decision on whether the proposed personnel meets the qualifications sought under the Agreement. AE shall not be entitled to compensation for personnel who are removed from the project or the individuals who replace them without the written consent of JWA. B. Removal of Personnel at COUNTY's Discretion COUNTY may, at its sole discretion, require AE to remove any of its personnel and its subcontractors assigned to the performance of the Scope of Services. AE shall remove such person(s) and subcontractor(s) promptly after request from JWA. The AE shall make its best efforts to replace any person or subcontractor so removed within seven (7) days with a person or subcontractor of like qualifications acceptable to COUNTY. Alterations to AE's staff at COUNTY's or JWA's request do not constitute changes to the Scope of Services. C. Compliance with Employment Laws AE shall be solely responsible for complying with all laws pertaining to the employment of all of AE's personnel, including but not limited to, compliance with all applicable laws and regulations concerning workers' compensation, social security, unemployment insurance, hours of labor, services, working conditions, equality in employment, and like subjects affecting employers engaged in public projects as such. D. Qualifications /Licensing AE represents that all personnel and subcontractor(s) provided under this Agreement are fully qualified for the offices or positions to which they are assigned, and that they meet or exceed the qualifications for their positions. AE and each of its subcontractors at any tier, if any, shall maintain in full force and effect at all times during the term of this Agreement such licenses, registrations or permits as may be required by the State of California or any other local, regional, County, State or Federal governmental entities. AE shall promptly inform COUNTY of any lapse of license, investigation, or disciplinary action against AE, its employees, or its subcontractors on this project. 14 (Approved 7 -30 -2013) Page rl Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B E. Subcontractors The retention of any subcontractor by the AE shall be approved in writing by the COUNTY. AE shall submit the proposed subcontractor's contract to COUNTY for its review upon request. AE shall ensure that the contract for each of its subcontractors providing services on this Project contain the requirements set forth in the following paragraphs of this contract: Accounting Records /Audit; Nondiscrimination; and County of Orange Child Support Enforcement. COUNTY may, at its sole discretion require AE to remove from the Project any of its subcontractors assigned to the performance of the Scope of Services. The AE shall remain responsible to the COUNTY for any and all services and obligations required under this Agreement, whether performed by AE or its subcontractors. AE shall pay each subcontractor in the time periods required by law. Any subcontractors employed by AE shall be independent contractors and not agents of the COUNTY. AE shall insure that its subcontractors satisfy all substantive requirements for the work set forth by this Agreement, including insurance and indemnification. 26. EMPLOYMENT ELIGIBILITY VERIFICATION The AE warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Agreement meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The AE shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. AE shall retain all such documentation for all covered employees for the period prescribed by the law. The AE shall indemnify, defend with counsel approved in writing by COUNTY, and hold harmless, the COUNTY, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the AE or the COUNTY or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. 27. ASSIGNMENT AE shall not assign any right, nor delegate any duty, under this Agreement, or any portion thereof, without the written consent of COUNTY, first had and obtained. Any attempted assignment or delegation without COUNTY's prior written consent shall be void. 15 (Approved 7 -30 -2013) Page M Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B 28. SOLE AND ONLY AGREEMENT This Agreement constitutes the sole and only agreement between the parties hereto with respect to the services herein described, and correctly sets forth the obligations of each party. Any representations or agreements not specifically contained herein are null and void. Any amendments hereto shall be made in writing, effective only when signed by both parties. 29. NO WAIVER BY COUNTY In the event the COUNTY does not insist upon strict performance by AE or does not exercise a right or option herein conferred, such event shall not be deemed or constructed as a waiver or a relinquishment to any extent of any right of COUNTY to insist on strict performance or to assert or rely upon any such terms, rights or options on any future occasion. 30. INSURANCE Prior to the provision of services under this contract, the AE agrees to purchase all required insurance at AE's expense and to deposit with COUNTY Certificates of Insurance, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this Agreement have been complied with and to keep such insurance coverage and the certificates therefore on deposit with COUNTY during the entire term of this contract. COUNTY reserves the right to request the declarations page showing all endorsements and a certified copy of the policy. In addition, all subcontractors performing work on behalf of AE pursuant to this Agreement shall obtain insurance subject to the same terms and conditions as set forth herein for AE. However for subcontractors the Professional Liability is applicable to licensed professionals only and the $1,000,000 Auto Liability limit applies if access is granted to the airfield. All other vehicles must carry a minimum limit of $1,000,000. All self - insured retentions (SIRs) or deductibles shall be clearly stated on the Certificate of Insurance. If no deductibles or SIRs apply, indicate this on the Certificate of Insurance with a 0 by the appropriate line of coverage. Any deductible or SIR in an amount in excess of $25,000 ($5,000 for automobile liability), shall specifically be approved by the County Executive Office (CEO) /Office of Risk Management. AE shall be responsible for reimbursement of any deductible to the insurer. If the AE fails to maintain insurance acceptable to COUNTY for the full term of this contract, COUNTY may terminate this contract. A. Qualified Insurer 16 (Approved 7 -30 -2013) Page6, f M Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier) or have a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category) as determined by the most current edition of the Best's Key Rating Guide /Property- Casualty /United States or ambest.com If the insurance carrier is not an admitted carrier in the state of California and does not have an A.M. Best rating of A- /VIII, the CEO /Office of Risk Management retains the right to approve or reject carrier after a review of the company's performance and financial ratings. B. Coverage Limits The policy or policies of insurance maintained by the AE shall provide the minimum limits and coverage as set forth below: Coverage Commercial General Liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employers' Liability Insurance Professional Liability Insurance C. Required Coverage Forms Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 combined single limit per occurrence Statutory $1,000,000 per occurrence $1,000,000 per claims made or per occurrence The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. D. Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 17 (Approved 7 -30 -2013) Page 51t? Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B 1) An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds. 2) A primary non - contributing endorsement evidencing that the AE's insurance is primary and any insurance maintained by the County of Orange shall be excess and non - contributing. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, employees and agents. All insurance policies required by this contract shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. All insurance policies required by this Agreement shall give the County of Orange thirty (30) days notice in the event of cancellation and ten (10) days notice for non- payment of premium. This shall be evidenced by policy provisions or an endorsement separate from the Certificate of Insurance. If AE's Professional Liability policy is a "claims made" policy, AE shall agree to maintain professional liability coverage for two years following completion of contract. The Commercial General Liability policy shall contain a severability of interests clause (standard in the ISO CG 001 policy). Insurance certificates should be forwarded to the COUNTY at the address listed in the NOTICES section of this Agreement or to an address provided by the Airport Director. If the AE fails to provide the insurance certificates and endorsements within seven (7) business days after this Agreement has been awarded, the Agreement may be cancelled and award may be made to the next qualified vendor. COUNTY expressly retains the right to require AE to increase or decrease insurance of any of the above insurance types throughout the term of this Agreement. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect COUNTY. COUNTY shall notify AE in writing of changes in the insurance requirements. m (Approved 7 -30 -2013) Page, Be,� Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B If AE does not deposit copies of acceptable certificates of insurance and endorsements with COUNTY incorporating such changes within thirty (30) days of receipt of such notice, this Agreement may be in breach without further notice to AE, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit AE's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer. 31. ACCIDENTS All job site and other project- related accidents, injuries, and illnesses sustained by AE's or subcontractors' employees who require medical attention (other than first aid), shall be orally reported to COUNTY at the time of the incident. Written reports, satisfactory in form and content to COUNTY shall be submitted by AE promptly after each such incident. 32. PATENT INDEMNITY The AE shall indemnify and hold harmless the COUNTY, its agents, officers, and employees from and against any and all liability, including costs for infringement or dilution of any United States letters, patent, or any other intellectual property contained in the AE's drawings and specifications that are created or provided under this Agreement. 33. INDEPENDENT CONTRACTOR AE is an independent contractor. Nothing in this Agreement shall be deemed to make AE, its subcontractors, or any of their respective officers, employees, representatives, or agents, the agents or employees of COUNTY. AE shall have responsibility for and control over the details and means for performing the work provided that AE is in compliance with the terms of the Agreement. Anything in this Agreement which may appear to give COUNTY the right to direct AE as to the details of the performance of the work or to exercise a measure of control over AE shall mean that AE shall follow the desires of COUNTY only with respect to the results of the work. 34. NON - EMPLOYMENT OF COUNTY EMPLOYEES BY AE AE agrees that it will neither negotiate, offer, or give employment to any full -time, regular employee of COUNTY in professional classifications of the same skills required for the performance of this Agreement who is involved in this Project in a participatory status during the life of this Agreement regardless of the assignments said employee may be given or the days or hours employee may work. 19 (Approved 7 -30 -2013) Page!:2?f46 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B 35. NO ALTERATION OF AGREEMENT TERMS AE has no authority to alter, modify, amend, or change the terms of this Agreement or any agreement entered into with COUNTY or any agreement for any work to be performed on or relating to this Project, except as provided in Section 14 herein, entitled Changes in Scope of Services. 36. COMPLIANCE WITH LAWS AE shall comply with and give all notices required by all laws, ordinances, rules, regulations, and lawful orders of government authorities applicable to the AE's performance of the Scope of Services and all other provisions of this Agreement. AE shall promptly notify COUNTY in writing if AE has reason to believe that any part of AE's work is at variance with any law, ordinance, code, rule, or regulation of public authority. If the AE performs any work that is contrary to laws, statutes, ordinances, building codes, and rules and regulations applicable to the Project, the AE shall assume full responsibility for such work and shall indemnify and hold COUNTY harmless for all costs, losses or damages attributable thereto. 37. BUSINESS ETHICS AE employees, agents, subcontractors, vendors (or their representatives) shall not make or cause to be made any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, substantially discounted work, or any other considerations to (1) COUNTY representatives, employees, or their relatives, or (2) representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this project. AE employees (or their relatives), agents, or subcontractors shall not receive any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, or substantially discounted work or any other considerations from representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this project. AE agrees to notify a designated COUNTY representative within 48 hours of any instance where the AE becomes aware of a failure to comply with the provisions of this section. 38. NONDISCRIMINATION A. Compliance with Regulations The AE shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time 20 (Approved 7 -30 -2013) Peg !T( f 46 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B (hereinafter referred to as the Regulations), which are incorporated herein by reference and made a part of this Agreement. B. Nondiscrimination The AE, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. AE shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations, either by competitive bidding or negotiation, made by AE for work to be performed under a subcontract, including procurement of materials or lease of equipment, each potential subcontractor or supplier shall be notified by AE of AE's obligations under this Agreement and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports AE shall provide all information and reports required by the regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information required of AE is in the exclusive possession of another who fails or refuses to furnish this information, AE shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance In the event of AE's noncompliance with the nondiscrimination provisions of this Agreement, the COUNTY shall impose such Agreement sanctions as it or the FAA may determine to be appropriate, including but not limited to: 1) Withholding of payments to AE under the Agreement until AE complies, and/or 2) Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Incorporation of Provisions 21 (Approved 7 -30 -2013) Page f1 PfP Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B The AE shall include the provisions of subparagraphs A through E of this paragraph in all of its subcontracts and other agreements pertaining to the work under this Agreement, including procurement of materials and leases of equipment, unless exempt by the regulations or directives issued thereto. The AE shall take such action with respect to any subcontract or procurement as the sponsor (COUNTY) or the FAA may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, in the event AE becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, AE may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, AE may request the United States to enter into such litigation to protect the interests of the United States. 39. DISADVANTAGED BUSINESS ENTERPRISE (DBE) (N /A) A. Policy It is the policy of JWA, under the direction of its governing body, the Orange County Board of Supervisors, to promote the objectives of the Department of Transportation with respect to the participation of Disadvantaged Business Enterprises (DBEs) in DOT — assisted contracts. This policy has been formulated to comply with 49 CFR Part 26. The objectives of the program are as follows: 1) To ensure nondiscrimination in the award and administration of DOT - assisted contracts in the Department's highway, transit, and airport financial assistance programs; 2) To create a level playing field on which DBEs can compete fairly for DOT - assisted contracts; 3) To ensure that the Department's DBE program is narrowly tailored in accordance with applicable law; 4) To ensure that only firms that fully meet this part's eligibility standards are permitted to participate as DBEs; 5) To help remove barriers to the participation of DBEs in DOT - assisted contracts; 6) To assist the development of firms that can compete successfully in the marketplace outside the DBE programs; and 7) To provide appropriate flexibility to recipients of Federal financial assistance in establishing and providing opportunities for DBEs. JWA has in the past, as a matter of both principle and law, established an Affirmative 22 (Approved 7 -30 -2013) Page fe46 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B Action Program to ensure that no person is discriminated against on the grounds of race, color, national origin or sex in any program associated with the airport. JWA administers a DBE program in compliance with 49 CFR Part 26. B. DBE Obligation (Federally Funded Projects) (N /A) The AE agrees to ensure that disadvantaged business enterprises, as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under this Agreement. In this regard, all contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. C. Assurances (Federally Funded Projects) (N /A) The AE, contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT - assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate. 40. COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT In order to enhance the child support collection efforts of the County of Orange Family Support Enforcement, AE is required to provide the following information as listed on the attached form: • If the AE is an individual contractor: Name, date of birth, social security number, and residence address. • If AE is doing business in a form other than as an individual: Name, date of birth, social security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity. In addition, the AE must provide: • A certification that the AE has fully complied with all applicable federal and state reporting requirements regarding its employees, and • A certification that the AE has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. 23 (Approved 7 -30 -2013) .,,' all Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B Information provided shall be transmitted to the COUNTY'S Child Support Office, which has been charged with the establishment and enforcement of child support orders. Copies shall not be retained by the requesting agency. Failure of the AE to submit the data and /or certifications required above or to comply with all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the contract. Failure to cure such breach within 60 calendar days of notice from the COUNTY shall constitute grounds for termination of this Agreement. (JWA Child Support Enforcement documents found at the end of this Agreement) 41. NOTICES All notices between the parties to this Agreement shall be sent to the following addresses: For County: John Wayne Airport Deputy Airport Director, Facilities 3160 Airway Avenue Costa Mesa, CA 92626 42. GOVERNING LAW AND VENUE For Architect-Engineer: neer: Chris Gray FEHR & PEERS 8141 E. Kaiser Blvd., Suite 110 Anaheim, CA 92808 A. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the PARTIES hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure, Section 394. B. The PARTIES specifically agree that by soliciting and entering into and performing PROJECTS /SERVICES under this Agreement, the AE shall be deemed to constitute doing business within Orange County from the time of solicitation of work, through the period when all PROJECTS /SERVICES under this Agreement is completed, and continuing until the expiration of any applicable limitations period. 43. ATTORNEY'S FEES In any action or proceeding to enforce or interpret any provision of this Agreement, or where any provision hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and expenses. 24 (Approved 7 -30 -2013) Page Af Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B 44. WAIVER OF JURY TRIAL Each PARTY acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each PARTY, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any PARTY hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Agreement and/or any other claim of injury or damage. 45. CONTRACT CONSTRUCTION The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendment or appendices hereto. 46. INTERPRETATION A. Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. B. In addition, each PARTY has been represented by experienced and knowledgeable independent legal counsel of their own choosing, or has knowingly declined to seek such counsel despite having the opportunity to do so. C. Each PARTY further acknowledges that they have not been influenced to any extent whatsoever in executing this Agreement by any other PARTY hereto or by any person representing them, or both. D. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the PARTY that has drafted it is not applicable and is waived. E. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the purpose of the PARTIES and this Agreement. 47. SEVERABILITY If any part of this Agreement is held, determined, or adjudicated to be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. 25 (Approved 7 -30 -2013) Page p(gj Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B 48. HEADINGS The various headings and numbers herein, the grouping of provisions of this Agreement into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. 49. JWA INFORMATION TECHNOLOGY NETWORK A. COUNTY shall provide connection to its Information Technology network in support of AE's required access to JWA's Project Management System Oracle Primavera Unifier (Unifier). B. The AE shall submit to COUNTY the following JWA User Access Request Form within seven (7) days following Contract Award. The JWA User Access Request Form is required for each employee to access Project documentation, including, but not limited to correspondence, monthly reports, schedules, RFIs, daily reports, payment applications, deliverables /submittals, change documentation, plans and drawings, and all other communication. C. JWA will create the user ID with approved access rights and provide an initial password to the user in a secure manner. As remote users, the AE's personnel shall acknowledge and comply with the following JWA Portal Usage Policy. D. Such internet connection will allow the AE secured access to the Unifier Project Document Management System. E. The AE shall use the Unifier Project Document Management System. Unifier shall be the AE's exclusive means of communication with JWA and its representatives for all Project documentation. F. JWA Process for Gaining Access to JWA Systems: There are two forms required to be filled out to obtain equipment, software, and/or access to JWA systems: • IT Usage Policy Acknowledgement • User Access Request Form — Non - County Employees The requestor shall fill out the Contractor User Information section, Sections 2, 3, 4 if applicable and then sign within Section 5. The User Access Request Form will not be processed without your company manager's signature in Section 6. Once you have filled out the form and obtained your company manager's signature please submit the form to the JWA Project Manager. The JWA Project Manager will then obtain the JWA Manager's signature in Section 6 to begin processing the request through JWA IT Section. For Unifier access, new companies may take as long as a week to process; existing companies with new access requests should only require one to three business days to process. Once completed, the requester will receive two separate e -mails from the JWA 26 (Approved 7 -30 -2013) Page �T e Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B IT Section. The first will have your user name and the other will have your password, respectively. The fast time you log on the web -based application you will be required to reset your password and configure your settings. Help Desk: If you experience any errors or have difficulties with any of the equipment /software, a request must be submitted to the Help Desk at (949) 852 -4004. You will need to provide your name, e-mail, phone number, location, and a brief description of the problem. Once the information is entered into the system, a call ticket will be created and sent to a JWA IT representative, who will contact you within one to three business days. G. JWA will provide Unifier system training upon receipt of the JWA User Access Request Form(s) shown below. 1) Unifier Training: For Unifier Training, please contact the JWA Project Manager to schedule a time and date. For Document Locator Training and/or other software, please contact the JWA Project Manager or submit a Help Desk Request. Please note that if you have not logged on to Unifier within a 30 day period your account will be deactivated. To reactive your account, please submit a help desk ticket for Unifier reactivation. Also, after 4 failed attempts to log on you will be locked out of Unifier. To unlock your account and reset your password please call in a help desk ticket. 2) Access to Unifier Document Manager: If you need access to a folder in Unifier Document Manager please contact the JWA Project Manager. (JWA Information Technology Usage Policy is found at the end of this Agreement) SIGNATURE PAGE TO FOLLOW 27 (Approved 7 -30 -2013) Page11�� 4f Attachment 8 JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. Dated: Signed and certified that a copy of this document has been delivered to the Chair of the Board. SUSAN NOVAK Clerk of the Board of Supervisors of Orange County, California a M COUNTY OF ORANGE Chair of the Board of Supervisors ARCHITECT- ENGINEER Signature and Title Signature and Title *lf AE is a corporation, signatures of nvo specific corporate officers are required as further set forth: • The first signature must be one of the following: a) the Chairman of the Board; b) President, or c) any Vice President. • The second signature must be one of Noe following: a) Secretary; b) lite Chief Financial Officer; c) any Assistant Secretary; or d) any Assistant Treasurer. • In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of floe signature to bind the company. APPROVED AS TO FORM: COUNTY COUN 'L By ✓ /�� Deputy Counsel Dated: M (Approved 7 -30 -2013) Page 28 of 46 212 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B PAGE INTENTIONALL LEFT BLANK (JWA Information Technology Usage Policy and Child Support Enforcement Documents to Follow) 29 (Approved 7 -30 -2013) Page fT 46 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B County of Orange Information Technology Usage Policy 1 INTRODUCTION: The County of Orange Information Technology (IT) Usage Policy Is the foundation of the County's Information security efforts. Each member of the County workforce is responsible for understanding his/her role in maintaining County IT security. This policy summarizes your Information technology responsibilities. To learn more about information security, please see the Information Technology Security Policy. Complete Section 5: Acknowledgement after you have finished reading this document. Your signature on the Acknowledgement indicates that you understand and will comply with County security policy. If you disregard security policies, standards, or procedures, you can be subject to County and agency - specific disciplinary action. 2 TERMS YOU NEED TO KNOW: Authentication The process of verifying the identity of anyone who wants to use County information before granting them access. Back Up To copy files to a second medium (for example, a disk or tape) as a precaution in case the first medium falls. Confidentiality / An agreement that outlines sensitive materials or knowledge that Non - Disclosure Agreement two or more parties wish to share with one another. By way of such agreement, the parties to the agreement agree not to share or discuss with outside parties the information covered by the agreement. System or Software Highly important files that control the operation of entire systems Configuration Files or software. Electronic Communication Messages sent and received electronically through any electronic text or voice transfer/storage system. This includes e-mail, text messages, instant messages (IM) and voicemail. Encryption The translation of data into a secret code. Encryption is the most effective way to achieve data security. To read an encrypted file, you must have access to a secret key or password that enables you to decrypt it. Unencrypted data is called plain text; encrypted data is referred to as cipher text. Information Security Safeguarding an organization's data from unauthorized access or modification to ensure its availability, confidentiality, and integrity. Information Technology (IT) The broad subject concerned with all aspects of managing and processing information within an organization. Local Security Administrator The person at each agency who is responsible for the operational (LSA) maintenance of IT security resources within the agency. Network Two or more linked computer systems. There are many different types of computer networks. Password Sequence of characters (letters, numbers, symbols) used in combination with a User ID to access a computer system or network. Passwords are used to authenticate the user before s/he gains access to the system. Inlocramn Tetlmology usage Policy January 2010 Peg.1 30 (Approved 7 -30 -2013) Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B County of Orange Information Technology Usage Policy Personally Identifiable Information (Fill) User User ID Virus / Malicious Software Workforce Member 3 POLICY OVERVIEW Any piece of information that could be used to uniquely identify, contact, or locate a single person. Examples include: full name; national identification number; email address; IP address; driver's license number; and Social Security Number. Any individual who uses a computer. Unique name given to a user for identification to a computer or telephone network, database, application, etc. Coupled with a password, it provides a minimal level of security. A software program that interferes with computer operation, damages or destroys electronic data, or spreads itself to other computers. Viruses and malicious software are often transmitted via email, documents attached to email, and the Internet. Any member of the County workforce, including employees, temporary help, contractors, vendors and volunteers. As a member of the County workforce, you are expected to comply with the County's Information Technology Usage Policy. Your agency may have additional policies that you must follow as part of your lob. The following are key concepts of the County's policy: • Information created or used In support of County business activities Is the property of the County. • Your assigned Information technology resources are meant to facilitate the efficient and effective performance of your duties. It is your responsibility to ensure that resources are not misused and that you comply with policy. • If you need to access confidential information as part of your duties, you will be asked to sign a confidentiality or non - disclosure agreement before you access the County network. • Many County facilities house sensitive or critical information systems. You are expected to comply with all physical access controls designed to restrict unauthorized access. • You may not remove County equipment or data in any format from the workplace unless you have received prior written approval from your supervisor or manager. The use of the network and Internet is a privilege, not a right. If you violate policy, you may lose your network and/or Internet access. The County may refuse to reinstate your access for the remainder of your employment at the County. The County may also take other disciplinary action as appropriate under County policy, departmental policy and applicable employment MOUs. 4 YOUR RESPONSIBILITIES Your security responsibilities fall under several different Information Technology categories. Each category and the key responsibilities associated with it are listed below: Inrmmatlon Technology Usage Policy "ruary 2010 Page 2 31 (Approved 7 -30 -2013) Page 31 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B County of Orange Information Technology Usage Policy USER IDs AND PASSWORDS • You will be issued a network user ID unique to you. Only you may use your user ID to access County resources (e.g. computer, telephone, FAX). • You will be issued a default password at the same time as your user ID. You will be prompted to change your password the first time you log in to the system. • Do not share user IDs and passwords with other users or individuals, including coworkers and supervisors. Treat your password as sensitive and highly confidential information. • You are agreeing to follow the Information Technology Usage Policy when you accept a password from the County and use it to access the County data or telephone networks, the Internet, or the Intranet • Change your password immediately if you think someone else knows it. Report your suspicions to management. • If you lose or forget your password, you are required to request a password reset. No one else can do it for you. HARDWARE AND SOFTWARE • The County will provide, and employees may request, peripheral equipment such as ear buds for cellular phones or Blackberry devices, as may be necessary to enable compliance with all local laws which pertain to the use of mobile communicafion equipment or the individual workplace needs for the employee to perform his or her employment. • Never download or install any hardware or software without prior written approval of your agency IT representative. • Do not make any changes to system and/or software configuration files unless specifically authorized in writing by your agency IT. • Maintain your business data files on a network (or "shared ") drive so that they can be backed up according to your agency's regular backup schedule. • Use the "lock workstation" feature any time you leave your workstation logged on to the network and you are away from your desk. • Do not connect a County laptop or other mobile device to the network unfit it has been scanned for viruses and malicious software. • Fallow the authentication procedures defined by your agency whenever you log in to the County network via Remote Access. • Do not attempt to connect your workstation, laptop, or other computing device to the Internet via an unauthorized wireless or other connection while simultaneously connected to any County network. • Retain original software installed on your computer if it Is provided to you. The software must be available when your system is serviced in case it needs to be reinstalled. • Do not keep liquids or magnets on or near computers, as they can cause serious damage. • Ensure that your equipment is plugged into a surge protector at all times. Information Technology Usage Policy January 2010 Page 3 32 (Approved 7 -30 -2013) Pagef2If 46 Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B County of Orange Information Technology Usage Policy • Report all computer problems in detail on the appropriate form and /or when you contact the County Service Desk or discuss the problem with your agency's Help Desk. • Report equipment damage immediately to the County Service Desk or your agency's Help Desk. EMAIL and TELEPHONE • The e-mail and telephone systems and networks are primarily for official County business. • Management can freely Inspect or review electronic mail and data files including voicemail. Employees should have no expectation of privacy regarding their Internet usage, electronic mail or any other use of County computing or telephone equipment. • Do not use a County email account or voicemail box assigned to another Individual to send or receive messages unless you have been authorized, in writing, to act as that individual's delegate. Use of personal Internet (external) email systems from County networks and /or desktop devices is prohibited unless there is a compelling business reason for such use and prior written approval has been given by agency management and agency IT. • Do not configure or use automated forwarding to send County email to Intemet -based (extemal) email systems unless specifically authorized to do so, in writing, by County management. • Send confidential information via email only with the written permission of management and only via an approved method. Mark the email according to agency policy. • Treat confidential or restricted files sent as attachments to email messages as confidential or restricted documents. This also applies to confidential or restricted information embedded within an email message as message text or a voicemail message. • Do not delete email or voicemail messages or other data if management has Identified the subject matter as relevant to pending or anticipated litigation, personnel investigation, or other legal processes. THE INTERNET / INTRANET • Intemeb'Intranet access is primarily for County business. • You may access the Internet for limited personal use only during nonworking time and in strict compliance with policy. If there is any doubt about whether an activity is appropriate, consult with your Department Head or his/her designee. INFORMATION SECURITY • Treat hardcopy or electronic Personally Identifiable Information (Pit) as confidential and take all precautions necessary to ensure that it is not compromised. Intentional — or even accidental — disclosure of PII to unauthorized users is a violation of policy. • Don't leave Pit unattended or unsecured for any period of time. • Be sure to follow your agency's policy for disposing of confidential data. This may include the physical destruction of data through shredding or other methods. • Information created. sent, stored or received via the email system, network, Internet, telephones (including voicemail), fax or the Intranet is the property of the County. Information Technology Usage Policy January 2010 Page 4 33 (Approved 7 -30 -2013) Page_�3p Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B County of Orange Information Technology Usage Policy o Do not expect information you create and store on County systems, including email messages or electronic files, to be private. Encrypting or using other measures to protect or "lack" an email message or an electronic file does not mean that the data are private. o The County reserves the right to, at any time and without notice, access, read and review, monitor, and copy all messages and files on Its computer system as it deems necessary. o The County may disclose text or images to law enforcement without your consent as necessary. PROHIBITED ACTIVITY Unless you are specifically authorized by your manager or agency in writing, the following uses are prohibited by the Information Technology Security Policy: • Using, transmitting, or seeking inappropriate or offensive materials, including but not limited to vulgar, profane, obscene, abusive, harassing, belligerent, threatening, or defamatory (harming another's reputation by Iles) language or materials. • Accessing, attempting to access, or encouraging others to access controversial or offensive materials. • Revealing PII without permission, such as anthers home address, telephone number, credit card number or Social Security Number. • Making offensive or harassing statements or Jokes about language, race, color, religion, national origin, veteran status, ancestry, disability, age, sex, or sexual orientation. • Sending or soliciting sexually oriented messages, images, video or sound files. • Visiting sites featuring pornography, terrorism, espionage, theft, drugs or other subjects that violate or encourage violation of the law. • Gambling or engaging In any other activity in violation of local, state, or federal law. • Uses or acfivities that violate the law or County policy or encourage others to violate the law or County policy. These include: o Accessing, transmitting, or seeking confidential information about clients or coworkers without proper authorization. c Intruding, or trying to Intrude, Into the folders, files, work, networks, or computers of others, or Intercepting communications intended for others. o Knowingly downloading or transmitting confidential information without proper authorization. • Uses that cause harm to others or damage to their property, including but not limited to: • Downloading or transmitting copyrighted materials without the permission of the copyright owner. Even if materials on the network or the Internet are not marked with the copyright symbol, ©, assume that they are protected under copyright law. • Using someone else's password to access the network or the Internet. • Impersonating another user or misleading message recipients into believing that someone other than the authenticated user is communicating a message. IMomralion Technology Usage Policy January 2010 Page 5 34 (Approved 7 -30 -2013) Page I ¢(j Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B County of Orange Information Technology Usage Policy • Uploading a virus, other harmful component, or corrupted data or vandalizing any part of the network. • Creating, executing, forwarding, or introducing computer code designed to selfreplicate, damage, or impede the performance of any computers memory, storage, operating system, application software, or any other functionality. • Engaging In acfivities that jeopardize the security of and access to the County network or other networks on the Internet. • Downloading or using any software on the network other than that licensed or approved by the County. • Conducting unauthorized business or commercial activities including, but not limited lo: • Buying or selling anything over the Internet. • Soliciting or advertising the sale of any goods or services. • Unauthorized outside fund - raising activities, participation in any lobbying activity, or engaging in any prohibited partisan political activity. • Posting County, department and /or other public agency information to external news agencies, service bureaus, social networking sites, message boards, blogs or other forums. • Uses that waste resources, including, but not limited to: • Printing of personal files. • Sending chain letters for any reason. • Including unnecessary recipients on an email. Only copy others on an email or voicemail message who should be "in the loop" on the topic addressed. • Indiscriminate use of distribution lists. Before using a distribution list, determine whether or not it is appropriate for everyone on that list to receive the email. • "All hands" emails. Emails of this type are to be sent only after management permission has been obtained. Information Technology Usage Policy January 2010 Page 6 35 (Approved 7 -30 -2013) Page :t f l Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B County of Orange Information Technology Usage Policy 5 ACKNOWLEDGEMENT • If you violate security policies, standards, or procedures, you can be subject to County and agency - specific disciplinary action up to and including discharge. By signing this document, I acknowledge that I have read, understand and will comply with this County of Orange Information Technology Usage Policy. I understand that the complete Information Technology Usage Policy is available for me to review on the County's intranet. I also may request a copy fmm the County Service Desk, my agency's Help Desk, or my agency's Local Security Administrator. Workforce Member Name (please print): Workforce Member Signature: Agency /Department: Date: Information Technology Usage Policy January 2010 Page 7 36 (Approved 7 -30 -2013) Page6,_gf M Attachment B 74 �W JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B CONTRACTOR USER INFORMATION User Access User Name (First): Request Form: Contractors and Non - County Employees 2. HARDWARE REQUESTED ❑ Desktop Computer ($1600)* ❑ Portable Computer ($2300)* Title: Phone: Company Name: e -mail: Supervisor's Name: Project(s): Start Date: ❑ Telephone ($50 /month) ❑ Other : * Standard PC setup: MS Windows Vista and Office 2007 (Outlook, Word, Excel, PowerPoint, Anti -virus and Adobe Reader). 3. ACCESS REQUESTED ❑ JWAIR User ID E -mail ❑ Document Locator Webtools only ($650) ❑ Skire /Unifier ($2,000) ❑ Off -site remote access (JWA laptop only) ❑ Other: 4. ADDITIONAL REQUIREMENTS, NOTES 5. User SIGNATURE Note for all initial User Access Requests: A signed IT Usage Policy Acknowledgement In must be submitted with this request. See your Project Manager for details. Signature Date 6. APPROVAL 7.Please Return Completed form Company Manager JWA Manager and signed Policy to: Tim Harris Print Name Print Name Chief Technology Officer John Wayne Airport Signature date Signature date 13160 Airway Ave, Costa Mesa Please note: Depending on items requested, completion of Access Requests may take between 24 -72 hours, with equipment/software purchases taking longer. If you have questions regarding the status of your request, please contact the Service Desk. 949 -852 -4004. 37 (Approved 7 -30 -2013) Pagef,4f Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT CERTIFICATION REQUIREMENTS A. In the case of an individual contractor, his /her name, date of birth, Social Security number, and residence address: Name: D.O.B.: Social Security No: Residence Address: B. For contractor doing business in a form other than as an individual: The name, date of birth, social security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity (if no individual owns 10 percent or more, write "N /A "): Name: D.O.B.: Social Security No: Residence Address: Name: D.O.B.: Social Security No Residence Address Name: D.O.B.: Social Security No: Residence Address: (Additional sheets may be used if necessary) m (Approved 7 -30 -2013) Attachment B JOHN WAYNE AIRPORT TRANSPORTATION ENGINEERING A -E SERVICES FEHR & PEERS PROJECT NO. 280-280-1900- P312 -B CHILD SUPPORT ENFORCEMENT CERTIFICATE `I certify that is in full compliance with all applicable federal and state reporting requirements regarding its employees and with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of Contract with the County of Orange. I understand that failure to comply shall constitute a material breach of the contract and that failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the contract. Signature * Please Print Name Title Date Signature * Please Print Name Title Date Company Name Project Number * Two signatures required if a corporation. 39 (Approved 7 -30 -2013) Page f.11446 Attachment B APPENDIX 1 SCOPE OF SERVICES Fehr & Peers Architect- Engineer (A -E) Traffic Analysis Services for John Wayne Airport Project No. 280 - 280 - 1900- P312 -B The Architect- Engineer (A -E) will produce a traffic study suitable for inclusion in the JWA Settlement Agreement Amendment Environmental Impact Report (EIR). This scope includes analysis of up to 17 different scenarios based on the following combinations of analysis years and changes in the MAP level at John Wayne Airport. These scenarios include: • Existing (2013) • Proposed Project - 2016, 2021, 2026 • Alternative A- 2016, 2021, 2026 • Alternative B- 2016, 2021, 2026 • Alternative C- 2016, 2021, 2026 Task 1- Agency Outreach Fehr & Peers, in conjunction with other members of the Project Team, will meet with the following agencies to confirm the scope for the traffic analysis: • City of Irvine • City of Newport Beach • City of Costa Mesa • California Department of Transportation (Caltrans) • County of Orange • Orange County Transportation Authority (OCTA) • San Joaquin Hills Toll Corridor- Agency responsible for planning and administering the SR -73 roadway The primary purpose of these meetings will be to get concurrence regarding the study locations to be analyzed in the study. A list of likely study facilities is provided in Tasks 2 and 3. If these agencies request that A -E expand or modify the study facilities, A -E will confer with JWA prior to including these facilities in the analysis. A -E considers the list of intersections and roadways in Tasks 2 and 3 to be a preliminary list that could change depending on feedback from the jurisdictions and Fehr & Peers' screening /preliminary analysis. These meetings will also address the following other topics: 1 Peg Tf 46 Attachment B SCOPE OF SERVICES Fehr & Peers Architect - Engineer (A -E) Traffic Analysis Services Project No. 280- 280 - 1900- P312 -B • Analysis methodologies (ICU, HCM, Merge/Diverge) • Analysis scenarios • Funded roadway improvements • Relationship with other studies A -E is proposing to hold one meeting with each of the agencies to facilitate the provision of timely feedback. Task 2- Intersection Data Collection: A -E will collect traffic counts at the 35 intersections previously studied in the 2001 Traffic Analysis. A -E will obtain AM and PM Peak Hour counts (7:00 AM to 9:00 AM and 4:00 PM to 6:00 PM), corresponding to the peak hours of traffic for the adjoining street network for the following locations: 1. MacArthur Boulevard and Main Street (Irvine) 2. MacArthur Boulevard and I -405 Northbound Ramps (Irvine)- CMP location 3. MacArthur Boulevard and I -405 Southbound Ramps (Irvine)- CMP location 4. Mac Arthur Boulevard and Michelson Drive (Irvine) 5. MacArthur Boulevard and Campus Drive (Irvine) 6. MacArthur Boulevard and Birch Street (Newport Beach) 7. Jamboree Road and I -405 Northbound Ramps (Irvine) 8. Jamboree Road and I -405 Southbound Ramps (Irvine) 9. Jamboree Road and Michelson Drive (Irvine) 10. Jamboree Road and Campus Drive (Irvine) 11. Jamboree Road and MacArthur Boulevard (Newport Beach)- CMP Location 12. Jamboree Road and Bristol Street North (Newport Beach) 13. Jamboree Road and Bristol Street South (Newport Beach) 14. Von Karman Avenue and Michelson Drive (Irvine) 15. Campus Drive and Airport Way (Newport Beach) 16. Campus Drive an Quail Street (Newport Beach) 17. Campus Drive and Bristol Street North (Newport Beach) 18. Campus Drive and Bristol Street South (Newport Beach) 19. Birch Street and Bristol Street North (Newport Beach) 20. Birch Street and Bristol Street South (Newport Beach) 21. Red Hill Avenue and MacArthur Boulevard (Irvine) 22. Red Hill Avenue and Main Street (Irvine) 23. Santa Ana Avenue and Bristol Street (Costa Mesa) 24. Santa Ana Avenue and Mesa Drive (Costa Mesa) 25. Santa Ana Avenue and Del Mar Avenue (Costa Mesa) 26. Irvine Avenue and Mesa Drive (Newport Beach) 27. Irvine Avenue and University Drive (Newport Beach) 28. Irvine Avenue and 22nd Street (Newport Beach) 29. Irvine Avenue and 20th Street (Newport Beach) 30. Irvine Avenue and 19th Street (Newport Beach) 31. Irvine Avenue and 17th Street (Newport Beach) 32. Newport Boulevard Southbound and Mesa Drive (Costa Mesa) 2 APPENDIX I Peg Tit Attachment SCOPE OF SERVICES Fehr & Peers Architect - Engineer (A -E) Traffic Analysis Services Project No. 280- 280 - 1900- P312 -B 33. Newport Boulevard Northbound and Mesa Drive (Costa Mesa) 34. Newport Boulevard Southbound and Del Mar Avenue (Costa Mesa) 35. Newport Boulevard Northbound and Del Mar Avenue (Costa Mesa) For budgeting purposes, A -E has also included an allowance of up to 5 additional intersections that A -E will study if deemed necessary as identified in Task 1. Task 3- Freeway Data Collection: A -E will obtain freeway segment traffic counts for the segments analyzed in the 2001 Traffic Analysis from the PeMS database which documents traffic counts from Caltrans. Freeway on -ramp and off -ramp counts will also be collected through daily tube counts. A -E will collect freeway data at the following locations: Freeway Ramp Locations: 1. I -405 at MacArthur Boulevard Northbound On -Ramp 2. I -405 at MacArthur Boulevard Southbound On -Ramp 3. I -405 at MacArthur Boulevard Northbound Off -Ramp 4. I -405 at MacArthur Boulevard Southbound Off -Ramp 5. I -405 at Jamboree Road Northbound Direct On -Ramp 6. I -405 at Jamboree Road Northbound Loop On -Ramp 7. I -405 at Jamboree Road Southbound Direct On -Ramp 8. I -405 at Jamboree Road Southbound Loop On -Ramp 9. I -405 at Jamboree Road Northbound Off -Ramp 10. I -405 at Jamboree Road Southbound Off -Ramp 11. SR -73 at Jamboree Road Northbound Loop On -Ramp 12. SR -73 at Jamboree Road Southbound On -Ramp 13. SR -73 at Campus Drive /Irvine Avenue Northbound On -Ramp 14. SR -73 at Campus Drive /Irvine Avenue Southbound Off -Ramp 15. SR -55 at John Wayne Airport Northbound On -Ramp from John Wayne Airport 16. SR -55 at John Wayne Airport Southbound Off -Ramp to John Wayne Airport Freeway Mainline Segment Locations: 1. Northbound 1 -405 west of SR -55 2. Northbound 1 -405 west of MacArthur Boulevard 3. Northbound I -405 west of Jamboree Road 4. Northbound SR -55 north of I -405 5. Northbound SR -55 north of SR -73 6. Northbound SR -55 north of Mesa Drive 7. Northbound SR -73 west of SR -55 8. Northbound SR -73 east of SR -55 9. Northbound SR -73 east of Campus Drive 10. Southbound I -405 west of SR -55 11. Southbound I -405 west of MacArthur Boulevard 3 APPENDIX I Peg !119 Attachment B 12. Southbound I -405 west of Jamboree Road 13. Southbound SR -55 north of 1 -405 14. Southbound SR -55 north of SR -73 15. Southbound SR -55 north of Mesa Drive 16. Southbound SR -73 west of SR -55 17. Southbound SR -73 east of SR -55 18. Southbound SR -73 east of Campus Drive SCOPE OF SERVICES Fehr & Peers Architect - Engineer (A -E) Traffic Analysis Services Project No. 280- 280 - 1900- P312 -B Task 4- Existing Conditions Summary A -E will summarize the existing conditions data including traffic counts, intersection configuration, traffic control devices, transit routes, and bicycle /pedestrian facilities within the study area. Intersection and freeway operations data will be presented using a volume to capacity (V /C) analysis. Data will be summarized in tabular and graphical format. Task 5- Airport Facility Traffic Counts: This scope assumes that JWA will provide ingress /egress data for all JWA parking structures. Additionally, JWA will provide recent 2013 traffic counts for Airport Frontage Road. As part of this Task, Fehr & Peers will be responsible for reviewing the traffic count data collected. As part of this effort, Fehr & Peers will also document the peak hour of the airport based on traffic counts. Task 6- Airport Trip Generation: Fehr & Peers will estimate the incremental peak hour trip generation associated with the proposed MAP increases for the scenarios previously identified including: • 10.8 MAP (2016) • 11.4 MAP (2021) • 11.8 MAP (2021) • 12.2 MAP (2026) • 12.5 MAP (2026) • 12.8 MAP (2026) • 13.0 MAP (2021) • 15.0 MAP (2026) • 16.9 MAP (2016, 2021, 2026) These nine unique MAP levels correspond to the four alternatives identified previously, depending on the analysis year. A -E scope assumes that the peak hours of the analysis will correspond to peak hours of background traffic which are 7 -9 AM and 4 -6 PM. As such, A -E will determine airport trip generation for these periods instead of first determining a peak hour and then orienting the analysis around this time. However, A -E also will report airport peak hours and, to the extent these hours differ from the background traffic peak hours noted above, A -E will address potential impacts during these hours as necessary to the overall analysis. 0 APPENDIX 1 Attachment B SCOPE OF SERVICES Fehr & Peers Architect - Engineer (A -E) Traffic Analysis Services Project No. 280- 280 - 1900- P312 -B Task 7- Airport Trip Distribution Analysis: A -E will estimate the origins and destinations of trips associated with the MAP increase through a review of existing data including the 2001 Traffic Analysis, the 2011 Air Passenger Survey, and the Orange County Transportation Authority (OCTA) Travel Demand Model. A -E has assumed that this same distribution will be applied to all MAP alternatives for all analysis years. Task 8- Background No Project Traffic Forecasts: A -E will develop the No Project Traffic forecasts for the three analysis years including 2016, 2021, and 2026. These forecasts will be based on data from the regional OCTA Travel Demand Model, supplemented by data provided by the Cities of Irvine, Newport Beach, and Costa Mesa. As part of this No Project Traffic Forecast, A -E will verify that the OCTA Travel Demand Model includes pending and approved Cumulative Projects, as identified by the Cities consulted in Task 1. A -E will provide forecasts for the intersections, freeway segments, and freeway ramps analyzed in Tasks 2 and 3. Data will be presented in a tabular format to facilitate inclusion in the FIR, except for the Existing Plus Project and 2026 With Project Scenario, which will also be summarized graphically. Task 9 — Intersection Impacts: Intersection impacts will be identified using the significance criteria from each of the agencies consulted in Task 1 study location. The intersections outside of Caltrans' jurisdiction will be analyzed using volume to capacity methodologies. Any intersections which operate under Caltrans jurisdiction will be analyzed using Highway Capacity Manual (HCM) approaches, consistent with their guidelines. Task 10- Freeway and Ramp Impacts: A -E will identify impacts to freeway and ramp segments using methodologies from Caltrans and other agencies as applicable. This impact analysis will address volume to capacity ratios and will not consider impacts from weaving or merge /diverge movements. Task 11- Mitigations: A -E will recommend mitigations to address any significant impacts. These mitigation measures may include freeway ramp widening, roadway widening, intersection widening, intersection restriping, upgrading traffic control devices, or other related items. If any of the impacted intersections exceed the adopted thresholds by a limited amount, A -E will evaluate whether policy oriented mitigations, such as Travel Demand Management, might mitigate the impact. For each mitigation measure, A -E will identify the mitigating agency, any possible funding sources, and other relevant data. For example, A -E will confirm whether mitigations in the City of Irvine could be funded through the North Irvine Traffic Mitigation (NITM) fee or other fee programs implemented by the City of Irvine. Task 12- Alternative Mode Review: A -E will also address non - automotive impacts, based on items identified in the CEQA checklist. These non - automotive impacts include transit, pedestrian and bicycle circulation, and roadway design features as described in Appendix G of the CEQA guidelines. This analysis will be qualitative and will not include any quantitative analysis of on -site circulation, weaving, and safety. 5 APPENDIX I PageA4,q Attachment B SCOPE OF SERVICES Fehr & Peers Architect - Engineer (A -E) Traffic Analysis Services Project No. 280- 280 - 1900- P312 -B Task 13- Draft Traffic Study: Fehr & Peers will summarize the results of Tasks 2 through 12 in a Technical Transportation Report that will be provided to the Project Team for their review and comment. This scope and budget anticipates one set of comments, which will be addressed in Task 14. Task 14- Final Traffic Study: A -E will update the Draft Study in response to any comments received to develop a Final Traffic Study, which would serve as the basis for the EIR Traffic Section. Task 15- Team Meetings /Coordination: It is assumed that A -E presence would be required at up to 15 team meetings which would include bi- weekly project meetings and specific meetings to discuss traffic, in addition to the meetings with the agencies identified in Task 1. This task will also include coordination with the noise, aviation, air quality, and FIR consultants as necessary. Where appropriate, A -E will schedule conference calls to reduce time required for in- person meeting attendance. This task also includes an initial meeting with the Project Team to verify data and analysis needs related to air, noise, and other environmental issues. Task 16- EIR Support: A -E scope of services also will include supporting the development of the EIR related to response to comments and the preparation of the Final EIR. For purposes of the scope and budget, A -E has allocated 40 hours of staff time, on a Time and Materials basis, to respond to comments and support the preparation of the Final EIR. Following the review of comments, A -E will coordinate with JWA and other members of the Project Team to determine whether 40 hours of staff is sufficient to respond to the comments received. If additional time is required, A -E will notify JWA and submit an estimate of the hours required for this task. Any additional work under this task will also be performed on a Time and Materials basis. Task 17- Public Meetings This scope assumes that A -E would attend up to three public meetings as directed by JWA. 0 APPENDIX I Page f! jj Attachment B APPENDIX 2 FEE SCHEDULE Fehr & Peers This appendix describes the fee structure for the Scope of Services described in Appendix 1 of this Agreement. Most tasks within this agreement are allocated on a lump sum basis. However, some tasks are identified as time and materials with a not -to- exceed amount. A/E hourly billing rates, which will be used for the time and materials tasks, are provided below. If change orders are proposed for any task, the hourly rates will be used for estimating the change order cost. Task Fee Type Estimated Cost Steve Brown $255 Task 1- Agency Outreach Lump Sum $ 13,520 Task 2- Intersection Data Collection Lump Sum $ 13,050 Task 3- Freeway Data Collection Lump Sum $ 2,320 Task 4- Existing Conditions Lump Sum $ 12,480 Task 5- Airport Facility Traffic Counts Lump Sum $ 950 Task 6- Airport Trip Generation Lump Sum $ 9,750 Task 7- Airport Trip Distribution Analysis Lump Sum $ 14,880 Task 8- Background No Project Traffic Forecasts Lump Sum $ 20,000 Task 9- Intersection Impacts Lump Sum $ 16,190 Task 10- Freeway and Ramp Impacts Lump Sum $ 9,880 Task 11- Mitigations Lump Sum $ 19,610 Task 12- Alternative Mode Review Lump Sum $ 10,300 Task 13- Draft Traffic Study Lump Sum $ 22,260 Task 14- Final Traffic Study Lump Sum $ 12,630 Task 15- Team Meetings (15) Lump Sum $ 12,430 Task 16- Response to Comments and Final EIR Time & Materials, not - to- exceed $ 6,950 Task 17- Public Meetings Lump Sum $ 2,400 $ 199,600.00 Associates illi ens Rates Steve Brown $255 John Muggridge $215 Chris Gray $200 Rafael Cobian $140 Traffic Engineer $120 Technician $120 Admin. Support $120 Page 6se Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C JOHN WAYNE AIRPORT AGREEMENT FOR AVIATION ANALYSIS SERVICES PROJECT: AVIATION ANALYSIS SERVICES FOR JWA PROPOSED SETTLEMENT AGREEMENT AMENDMENT ENVIRONMENTAL IMPACT REPORT I' ' �TZR�L�7�►J:il ►.:i1J�GZ1Z1�C3ii�4 THIS AGREEMENT (the "Agreement "), is made and entered into on the day of ,2013, between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "COUNTY" or "JWA," and AECOM Technical Services, Inc., hereinafter referred to as the "Architect- Engineer" or "AE." This Agreement will be administered by the Director of John Wayne Airport or his designee, herein after referred to as ( "JWA "). WITNESSETH: AE is a firm which is duly licensed and registered under the law of the State of California to provide architectural and engineering services. IT IS MUTUALLY AGREED between the parties hereto that: 1. TERM OF AGREEMENT The "Term" of this Agreement shall commence on execution. The AE shall not commence services under this Agreement until it has obtained all insurance required under this Agreement and such insurance has been approved by COUNTY. This Agreement shall expire three years from execution, at 11:59 p.m., unless such Term is extended, terminated or otherwise modified as provided in this Agreement. 2. AE SCOPE OF SERVICES The AE shall perform in a competent and professional manner in accordance with applicable professional standards, and shall prepare an aviation analysis and technical report suitable to support an Environmental Impact Report, including those tasks and duties set forth in the attached "Scope of Services" for Project No. 280- 280 - 1900 -P312- C, ( "Project ") which is incorporated into this Agreement as Appendix 1. 3. OWNERSHIP OF DOCUMENTS All reports, documents and related data, and other AE work or materials furnished 1 Page I`, I Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C hereunder shall be and remain the property of COUNTY, and may be used by COUNTY as it may require without limitation, without any additional cost to COUNTY. However, AE does not accept responsibility for COUNTY's use of AE's work under this Agreement for other projects. AE will provide all such work and materials to COUNTY upon request. 4. DATA ANALYSIS AND COORDINATION AE shall be responsible for the coordination of all data and analysis work as required in the Scope of Services. If the work has been performed by others on behalf of AE, AE accepts full responsibility for that work, as fully as if the work had been performed by the AE itself. AE shall be responsible for the completeness and accuracy of modeling and analysis results and reports that are required under this Agreement, for their compliance with all applicable codes, ordinances, regulations, laws and statutes. Upon completion of Deliverables, as determined by the COUNTY, AE shall upload each of the Deliverables into Unifier or as otherwise directed by COUNTY. 5. REVIEW OF PROJECT DOCUMENTS AND EXISTING CONDITIONS BY AE AE represents and agrees that it will review and become fully informed as to the state of any existing studies for work tasked through this Agreement and, if necessary, that AE will visit the job site and examine the actual site conditions and limitations, and that AE will obtain information sufficient to allow it to proceed with the Scope of Services. AE is and will be relying strictly and solely upon its own such review and examinations and the advice and counsel of its agents and officers. AE shall advise COUNTY of any need for securing any tests, analyses, studies, reports, or consultant services in connection with assigned work and the management thereof. Except as expressly set forth in this Agreement, COUNTY is not making and has not made any warranty or representation with respect to site conditions or limitations. 6. TIME FOR PERFORMANCE AE shall complete Scope of Services according to the following milestone schedule: JWA Proposed Settlement Agreement Amendment EIR Milestone Schedule Due no later than: 11/1/13: AE submits Draft Technical Study to COUNTY 11/27/13: COUNTY completes review of Draft Technical Study and returns comments to AE 12/13/13: AE submits revised Technical Study to COUNTY 1/20/14: EIR AE submits Screencheck EIR to COUNTY 2 Page Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C 2/7/14: COUNTY returns Screencheck FIR comments to FIR AE 2/21/14: EIR AE incorporates revisions and produces Draft EIR for public review 4/28/14: AE prepares responses to comments and submits to COUNTY 5/12/14: COUNTY reviews responses to comments and returns revisions to AE 5/19/14: EIR AE completes edits to responses to comments and submits Final Draft EIR and Mitigation Monitoring and Reporting Program (MMRP) to COUNTY for review 5/23/14: COUNTY reviews Final DEIR, MMRP and returns comments to AE 5/27/14: AE submits Final Draft EIR package to COUNTY 7. COORDINATION OF DOCUMENTS AE shall be responsible for the coordination of all documents, drawings or reports relating to AE's Scope of Services, regardless of whether such documents, drawings or reports are prepared or performed by AE, by AE's subcontractors, or by others under this Agreement. 8. CONFIDENTIALITY A. All analysis, forecasts, reports, documents, ideas, memoranda, specifications, plans, procedures, drawings, descriptions, and all written or other information submitted to AE in connection with the performance of this Agreement shall be held confidential by AE and/or anyone acting under the supervision of AE and shall not, without the prior written consent of COUNTY, be used for any purposes other than the performance of the Scope of Services described in Appendix 1, nor be disclosed to any person, partnership, company, corporation or agency, not connected with the performance of the Scope of Services. B. Nothing furnished to AE which is generally known among counties in Southern California shall be deemed confidential. C. AE and/or anyone acting under the supervision of AE shall not use COUNTY name or insignia, photographs of the work, or any other information, slides, or publicity pertaining to the work in any presentation, magazine, trade paper, newspaper, or other medium without the express written consent of COUNTY. 9. PUBLICATION A. No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Agreement, are to be released by AE and/or anyone acting under the supervision of AE to any person, partnership, company, corporation, or agency, without prior written approval by the COUNTY, except as necessary for the performance of the services of this Agreement. All press contacts, 3 Page A, Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C including graphic display information to be published in presentations, newspapers, magazines, etc., are to be administered only after COUNTY approval. B. The AE agrees that it will not issue any news releases or make any contact with the media in connection with either the award of this Agreement or any subsequent amendment of, or effort under this Agreement. AE must first obtain review and approval of said media contact from the COUNTY through the COUNTY'S Project Manager. Any requests for interviews or information received by the media should be referred directly to the COUNTY. AE's are not authorized to serve as media spokespersons for COUNTY projects without first obtaining permission from the COUNTY Project Manager. 10. COUNTY'S RIGHTS CUMULATIVE COUNTY's rights under this Agreement shall be cumulative and in addition to, and not in limitation of, any and all other legal or equitable rights or remedies which may be available to the COUNTY under law. 11. COMPENSATION FOR SERVICES A. Lump Sum Tasks COUNTY shall pay Lump Sum items based on the acceptable completion of each lump sum task. Partial payment will be made based on COUNTY approved percentage of completed tasks. B. Maximum Not -To- Exceed Compensation and Reimbursable Expenses COUNTY shall pay to AE for performance of this Agreement as specified in Appendix 2 in an amount not -to- exceed $165,000, for A -E's approved work in accordance with the Scope of Services. AE shall only be entitled to payment for work as directed by COUNTY and completed by A -E within its Scope of Services as set forth in Appendix 1. In no event shall AE be entitled to compensation and reimbursement that would result in the total payment by the COUNTY under this Agreement exceeding $165,000 unless change order(s) or amendment(s) to this agreement have been approved by COUNTY, pursuant to Section 14, Changes in Scope of Services. In the event the AE would be entitled to additional compensation except for the limitation of the not -to- exceed amount stated in this section as may be amended, A -E shall not be obligated to perform additional services until a change in compensation is approved by COUNTY increasing the not -to- exceed amount. C. Rates for A -E's Personnel 0 44 A2 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C COUNTY agrees to compensate A -E for services performed by its personnel based on the hourly rates set forth in Appendix 2 for each Job Classification. The hourly rate for each job classification represents the maximum rate for that job classification. These hourly rates will be used for all Time and Materials work tasks performed under this Agreement. However, the COUNTY reserves the right to negotiate with A -E a lower rate for any given job classification based on the qualifications of the candidate being considered for that job classification. D. Labor Cost Projections and Cost Control AE shall exercise diligent effort to maintain best management practices control of the productivity of its personnel in performance of their tasks within the Scope of Services, and report to JWA in a timely fashion any conditions, unusual circumstances, or elements that may impact or be cause for change AE's Scope of Services or cost. On a quarterly basis, or more frequently as COUNTY may consider appropriate, A -E shall submit to JWA its personnel's labor hours and costs expenditures for the previous quarter and projections for the coming quarter, and shall report potential variances, if any, in expenditures and productivity which may result in the exhaustion of funds in the Agreement prior to its term expiration. AE shall promptly submit a request for change order or amendment for JWA's review if AE becomes aware of conditions or circumstances that may warrant a change in Scope of Services, or which may cause labor productivity and/or expenditures to vary measurably. E. Reimbursable Expenses Reproduction expenses incurred by AE for AE's own in -house reproduction will not be reimbursed by COUNTY. No reproduction or other expenses will be reimbursed by COUNTY without prior written authorization. The AE's invoice shall not include, or be given any consideration for, any items deemed by the COUNTY as overhead expenses. AE expenses beyond the schedule of fees will not be considered. This includes, but is not limited to, travel, mileage or other expenses deemed by the COUNTY as overhead. The cost for the work and reimbursable expenses will be billed in accordance with Appendix 2, by AE to COUNTY monthly in proportion to the work completed and to the extent that outside consultants, subcontractors, and approved direct project expenses are allowed, as approved in writing by JWA. Other reimbursable expenses that may be required are subject to prior written approval by JWA. F. Request for Payment Services under this Agreement shall be billed every month using JWA's "Request for Payment" form provided by JWA and/or other electronic format of "Request for Payment" approved and made available by JWA, via Oracle Primavera Unifier (Unifier). Approved and authorized reimbursable expenses shall be included in the E Page All Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C Request for Payment. A -E will not be entitled to any mark -up on reimbursable expenses. A -E will not be entitled to reimbursement for any expense incurred in performance of this Agreement or in connection with the Scope of Services that is not specified in Appendix 1. A -E shall submit the invoice as a record into the Unifier Project Document Management System with the following documents attached as electronic backup. Payment documentation shall include customary information including, but not limited to: 1) Signed invoice cover sheet 2) For Time and Materials work, timesheets shall include; employee name, hours worked, Service dates for hourly fee services certified by A -E's Project Manager or authorized designee, and 3) Up -to -date running account of task hours and cost for the project. 4) Authorization letters and receipts for approved Reimbursable Expenses. 5) Progress Report: Each activity of AE and staff must be defined by their job title and description of work completed. 6) List of employees who worked on the Scope of Services during the month covered by the Request for Payment, including their names, job titles, hourly rates, and assignments. COUNTY will pay AE a fee on an hourly rate basis subject to the respective not -to- exceed limits for services performed based on the hourly rates set forth. Fees for Architect- Engineer Services shall be in accord with the hourly rates set forth in Appendix 2 except as provided in Section 14, Changes in Scope of Services. COUNTY will not pay hourly labor charges, fees, or test charges without back -up documentation. AE is responsible for submitting invoicing in a format that is acceptable to JWA Accounting. In the event that AE anticipates the cost for Architect- Engineer Services in excess of the authorized amounts, the COUNTY shall be notified immediately in writing. COUNTY shall not be required to pay for Architect - Engineer Services in excess of these amounts unless the COUNTY otherwise agrees by Change Order. Requests for payment should be submitted to JWA no later than 15 days following the period in which the services were performed. Requests for Payment must be approved by COUNTY Auditor before payment may be made 0 Page o, Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C 12. AVAILABILITY OF FUNDS Each payment or obligation of COUNTY is contingent upon the availability of local, state, or federal government funds which are appropriated or allocated for the payment of such an obligation. If the funds are not allocated and available for the continuance of the services performed, then this Agreement may be terminated or suspended by COUNTY at its convenience. COUNTY shall notify AE promptly of any product or service that will be affected by a shortage of funds. No penalty shall accrue to COUNTY in the event this provision is exercised, and COUNTY shall not be obligated or liable for any future payments due or for any damages as a result of suspension or termination under this paragraph. 13. RIGHT TO OFFSET COUNTY, without waiver or limitation of any of its right or remedies, shall be entitled from time to time to deduct from any amounts due or owing by COUNTY to AE in connection with this Agreement, any and all amounts owed by AE to COUNTY in connection with this Agreement. COUNTY will provide AE with written notice of amounts withheld. 14. CHANGES IN SCOPE OF SERVICES If changes to the Scope of Services cause an increase in costs and/or time, compensation shall be based on hourly rates as set forth in Appendix 2, "Fee Schedule." If COUNTY desires a change in the Scope of Services, a written order bearing the heading "Change Order" shall be issued by COUNTY. The written Change Order shall set forth in reasonable detail the nature of the change. Within ten days of receipt of such Change Order, the AE shall present to COUNTY a detailed request for change in compensation and/or a change in the schedule of performance from that set forth in this Agreement, if any. Upon receipt, COUNTY may reject AE's request for change in compensation and/or change in the schedule of performance, negotiate a revision of the requested change in compensation and /or change in schedule, or may approve such change request as requested by the AE. COUNTY may also, by written direction, direct AE to perform the work required by the Change Order and submit any requested change in compensation and/or change in schedule to later resolution by the parties. When a Change Order has been issued, the AE shall expeditiously proceed to implement the Change Order. If AE believes that a change in the Scope of Services is appropriate, it shall submit a written request to the COUNTY to issue a Change Order and/or seek approval from COUNTY of such Change Order. Such a request for Change Order shall include the proposed change in the Scope of Services and/or the proposed increase in services, as well as any proposed change in compensation and/or schedule associated with such 7 Page Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C Change Order. COUNTY may utilize the same options in response to such a request for a Change Order as stated hereinabove. All changes to the Scope of Services shall be approved in accordance with the current version of the COUNTY's Contract Policy Manual. If changes to the Scope of Services cause an increase in compensation, such increase in compensation shall be based on the terms of this Agreement. 15. RIGHT OF AUDIT & RECORDS Pursuant to and in accordance with Section 8546.7 of the California Government Code, in the event that this Agreement involves expenditures of public funds aggregating in excess of Ten Thousand Dollars ($10,000), the parties shall be subject to examination and audit by the California State Auditor for a period of three (3) years after final payment under this Agreement. AE's records shall upon reasonable notice be open to inspection and subject to audit and/or reproduction during nonnal business working hours. COUNTY's representatives or agents shall have reasonable access to AE's facilities, shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement and shall be provided adequate and appropriate workspace, including use of a copier, in order to conduct audits in compliance with this section. The COUNTY or its designee may conduct such audits or inspections throughout the term of this Agreement and for a period of four (4) years after final payment or longer if required by law. COUNTY representatives or agents may (without limitation) conduct verifications such as verifying information and amounts through interviews and written confirmations with AE employees, field and agency labor, subcontractors, and vendors. AE's records shall include any and all information, materials, data of every kind and character, including without limitation, records, books, papers, documents, notes, receipts, vouchers, drawings, and any and all other agreements, sources of information and matters that may in COUNTY'S judgment have any bearing on or pertain to any matters, rights, duties, or obligations under or covered by any contract document. Such records shall include hard copy, as well as computer readable data, written policies and procedures, accounting records of time and expenditures, time sheets, payroll registers, payroll records, cancelled payroll checks, subcontract files, change order files, back charge logs, invoices, and any other AE records which may have a bearing on matters of interest to the COUNTY in connection with the AE's dealings with the COUNTY to the extent necessary to adequately permit an evaluation and verification of any or all of the following: (1) compliance with Agreement requirements; (2) compliance with COUNTY business ethics /conflict of interest expectations; (3) compliance with Agreement provisions regarding the pricing of change orders; (4) accuracy of AE representations regarding pricing of invoices; (6) accuracy of AE representations related E Page 8 of 9 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C to claims submitted by AE or any AE payees. AE represents and agrees that failure by AE to maintain such records in compliance with this section precludes AE from maintaining any request or claim for compensation from or against COUNTY for any time periods for which such records were not kept, and constitutes a waiver by AE of any such claim(s) against County for such time period(s). AE shall also include a clause in its agreements with subcontractors, and shall require subcontractors to include a clause in its agreements with sub - subcontractors which reserves the right for a COUNTY representative to audit any cost, payment or settlement resulting from any items set forth in this agreement, during the performance of this agreement and for a period of not less than three years after final payment is made or until all disputes, appeals, litigation or claims arising from this agreement have been resolved, whichever is later. This clause shall also require subcontractors to retain all necessary records for a period of not less than three years after final payment is made or until all disputes, appeals, litigation or claims arising from this agreement have been resolved, whichever is later. If an audit or examination in accordance with this section discloses overpricing or overcharges (of any nature) by the AE to the COUNTY in excess of one percent (1 %) of the total contract billings, in addition to making adjustments for the overcharges, the AE shall reimburse the reasonable actual cost of the COUNTY's audit to the COUNTY. Any adjustments and /or payments which must be made as a result of such audit or examination shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of COUNTY's findings to AE. Notwithstanding this requirement, the COUNTY may exercise its right to offset, as described in Section 13 of the Agreement, for collection of any reimbursements due to the COUNTY as provided for in this section. 16. TERMINATION FOR CONVENIENCE Notwithstanding any other provision of this Agreement, COUNTY may, at any time, and without cause, terminate this Agreement in whole or in part, upon written notice to AE. Such termination shall be effected by delivery to AE of a notice of termination specifying the effective date of the termination and the extent of the work to be terminated. In the event of such termination, COUNTY shall pay AE amounts owing to it for the work completed prior to the effective date of the termination. Such payment shall be AE's sole remedy against COUNTY. Under no circumstances will AE be entitled to anticipatory or unearned profits, consequential or special damages, or other damages as a result of a termination or partial termination of this Agreement. 17. TERMINATION FOR DEFAULT Notwithstanding any other provision of this Agreement, if AE fails to perform any of its obligations under this Agreement, COUNTY may, without prejudice to any other rights 0 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C or remedies it may have, cause further payment to be held in abeyance, and/or may terminate this Agreement by giving written notice to AE specifying the date of termination. In the event of such termination, COUNTY shall pay AE for the portion of services performed up to the date of termination, including approved reimbursable expenses incurred up to that time, less any sums as may be withheld by COUNTY in its sole discretion to cover all costs, claims, damages or losses incurred by COUNTY or likely to be incurred as a result of or in connection with AE's failure to perform. Such payment shall be AE's sole remedy against COUNTY. The COUNTY may set off against and deduct from any amounts payable to AE all damages suffered by COUNTY due to any such default and failure to perform by AE. If COUNTY has, as of the date of the termination of this Agreement, already paid AE an amount which exceeds the amount which may be due to AE, AE shall refund to COUNTY the excess amount promptly after notice from COUNTY. Under no circumstances will A -E be entitled to anticipatory or unearned profits or special damages as a result of a termination of this Agreement. In the event COUNTY does not insist upon strict performance by AE, or waives one or more of AE's defaults, such event(s) shall not be deemed or construed as a waiver or a relinquishment to any extent of any right of COUNTY to insist on strict performance or to assert a default on any future occasion, nor will such be deemed to amend or modify the terms of this Agreement. Nothing in this paragraph shall be construed or deemed to be a waiver of any remedy in law or in equity that COUNTY may have. 18. OBLIGATIONS UPON TERMINATION In the event of termination for convenience or for default, the AE shall immediately stop work in accordance with the notice and comply with any other direction as may be specified in the notice or as subsequently provided by COUNTY. AE shall insert in any contract with a subcontractor that the subcontractor shall stop work on the date of and to the extent specified in a notice of termination, and shall require all subcontractors at any tier to insert the same in any lower tier contracts. Upon termination, AE shall turn over to COUNTY all finished and unfinished reports, drawings, maps, data and architectural or engineering work or materials of any kind or quality prepared or generated in connection with the work under this Agreement, including providing copies on computer disks or other applicable media of all such work or materials that were prepared in electronic or digital form. In addition, upon termination, AE shall immediately advise COUNTY of all outstanding agreements, subcontracts, rental agreements, and purchase orders which AE has with others pertaining to performance of the work, and shall furnish COUNTY with complete copies thereof upon request by COUNTY, AE shall assign to COUNTY, in form and 10 Page�f 32 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C content satisfactory to COUNTY, AE's title to materials and equipment for the work and all its interest in any agreements, subcontracts, rental agreements, and purchase orders designated by COUNTY. AE shall include provisions in all of its subcontracts, rental agreements, purchase orders, and other agreements related to its work under this Agreement providing that its rights thereunder may be assigned to COUNTY and that in the event of such assignment, the other contracting party agrees to be bound to the COUNTY, and shall require all subcontractors at any tier to insert the same in any lower tier contracts. 19. SUSPENSION OF WORK A. COUNTY'S Options COUNTY may at any time by written notice to AE suspend further performance of all or any portion of the work by AE. The notice of suspension shall specify the date of suspension and the estimated duration of the suspension. Upon receiving any such notice of suspension, AE shall promptly suspend further performance of the work to the extent specified, and during the period of such suspension shall properly care for and protect all work in progress and information, materials, supplies, and equipment AE has on hand for performance of the work. Upon the request of COUNTY, AE shall promptly deliver to COUNTY copies of outstanding purchase orders, agreements, and subcontracts of AE for materials, equipment, and services for the work, and shall take such action relative to such purchase orders, agreements, and subcontracts as may be directed by COUNTY. COUNTY may at any time withdraw the suspension of performance of the work as to all or part of the suspended work by written, verbal, or facsimile notice to AE specifying the effective date and scope of withdrawal, and AE shall resume diligent performance of the work for which the suspension is withdrawn on the specified effective date of withdrawal. County recognizes that there may be additional cost associated with the suspension and later resumption of work. AE and County will negotiate a mutually agreeable payment to AE to offset such cost. B. No Agreement Modification No suspension or withdrawal of suspension shall entitle AE to any prospective profits or other losses or damages of any kind resulting from such suspension or withdrawal of suspension. Furthermore, no damages, compensation, or claims shall be payable or owing by COUNTY to AE for any inconvenience, interruption or cessation of AE's business, or loss of income arising from any suspension or withdrawal of suspension. 11 Page�52 f Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C 20. LICENSES AND CERTIFICATES AE and each of its subcontractors at any tier, if any, shall maintain in full force and effect at all times during the term of this Agreement such licenses, registrations or permits as may be required by the State of California or any other local, regional, county, state or federal governmental entities. AE and its subcontractors at any tier, if any, shall strictly adhere to, and obey, all applicable laws, ordinances, rules, and regulations of any kind now in effect or as subsequently enacted or modified, as promulgated by any local, regional, county, state, or federal governmental entities. 21. RESPONSIBILITY FOR DAMAGES OR INJURY COUNTY and its officers and employees shall not be answerable or accountable in any manner for any loss or damages that may happen to the work or any part thereof; for any loss or damage to any of the materials or other things used or employed in performing the work; for injury to or death of any person, either workers or the public; or for damage to property from any cause which is the result of the negligence or willful misconduct of the AE, its subcontractors at any tier, or any of their workers, agents or anyone employed or otherwise retained by them or for which they may be deemed responsible. 22. INDEMNITY To the fullest extent permitted by law, the AE shall defend, indemnify, and hold harmless the COUNTY, its officers and employees from and against any and all claims, lawsuits, orders, judgments, damages, penalties, fines, costs, liabilities, losses or actions of every kind and description arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the AE. In the event an indemnitee is named as a defendant in any such lawsuit, the AE shall, at the request of the COUNTY, represent the indemnitee with qualified counsel approved in writing by the COUNTY. AE's indemnity obligation shall not apply in the event of any loss, damage, or expense arising from the negligence or willful misconduct of the COUNTY or its agents, servants or independent contractors. If judgment is entered against AE and the COUNTY by a court of competent jurisdiction because of the concurrent negligence of the COUNTY, its officers and employees, and the AE, then the AE and the COUNTY agree that such liability will be apportioned as determined by the trier of fact. Nothing in this Agreement shall be construed as authorizing any award of attorney's fees in any action on, or to enforce, the terms of this Agreement. The rights and obligations set forth in this paragraph shall survive the termination or completion of this Agreement. 12 Peg b� Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C 23. ERRORS AND OMISSIONS In the event of negligent errors or omissions of AE in performance of the work which result in expense to COUNTY greater than would have resulted if there were not errors or omissions in the work accomplished by AE, any additional design, construction and/or restoration expense, and any other losses or damages incurred by County as a result thereof shall be borne by AE. The COUNTY's making of payment under this Agreement, including final payment, shall not be deemed or construed as acceptance by COUNTY of any defective work or any errors or omissions by the AE. 24. DELAY A. Excuse If AE is delayed in performing any obligation under this Agreement by acts of civil or military authority, fires, floods, or earthquakes beyond the reasonable control of AE, such delay shall be excused and the period of such delay shall be added to the time for performance of the obligation delayed. B. Obligations In the event any delay due to the foregoing causes or events set forth in this paragraph occurs or is anticipated, AE shall promptly notify the COUNTY in writing of such delay or anticipated delay and the cause and estimated duration of such delay. In the event of any delay, whether such delay is excused or not, AE shall exercise due diligence to shorten and avoid the delay and shall keep the COUNTY advised as to the continuance of the delay and steps taken to shorten or terminate the delay, and any costs associated therewith. C. Partial Failure of Performance Partial failure of performance due to any delay shall not terminate the Agreement or excuse a failure by AE to resume performance of its obligations hereunder as promptly as possible upon termination of delay. D. Recovery Plan Immediately upon learning of any event that may lead to a delay in the progress of the Scope of Services, AE shall prepare a plan for recovery to the original Project Schedule, including any associated costs, impacts or related effects thereof. Upon receipt of such plan, COUNTY may direct AE to execute the plan described, or a modification thereof. 13 Page br-� Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C 25. AE PERSONNEL A. Assigning and Assigned Personnel The key employees of AE and its subcontractors for this Project shall not be intentionally reassigned or removed from the Project without prior written consent of COUNTY. COUNTY shall be notified immediately of voluntary departure(s) of any key employees of AE and its subcontractors. AE shall not bill the COUNTY for the work of any personnel on the Project, whether or not considered to be key personnel, without COUNTY's prior written approval of the candidate by name and the candidate's specific hourly billing rate. AE will furnish the necessary personnel to complete the work on a timely basis in accordance with the Project Design Schedule. Upon request by COUNTY, AE shall submit a staff authorization request for proposed personnel and for a given job classification, upon which COUNTY will render a decision on whether the proposed personnel meets the qualifications sought under the Agreement. AE shall not be entitled to compensation for personnel who are removed from the project or the individuals who replace them without the written consent of JWA. B. Removal of Personnel at COUNTY's Discretion COUNTY may, at its sole discretion, require AE to remove any of its personnel and its subcontractors assigned to the performance of the Scope of Services. AE shall remove such person(s) and subcontractor(s) promptly after request from JWA. The AE shall make its best efforts to replace any person or subcontractor so removed within seven (7) days with a person or subcontractor of like qualifications acceptable to COUNTY. Alterations to AE's staff at COUNTY's or JWA's request do not constitute changes to the Scope of Services. C. Compliance with Employment Laws AE shall be solely responsible for complying with all laws pertaining to the employment of all of AE's personnel, including but not limited to, compliance with all applicable laws and regulations concerning workers' compensation, social security, unemployment insurance, hours of labor, services, working conditions, equality in employment, and like subjects affecting employers engaged in public projects as such. D. Qualifications/Licensing AE represents that all personnel and subcontractor(s) provided under this Agreement are fully qualified for the offices or positions to which they are assigned, and that they meet or exceed the qualifications for their positions. AE and each of its subcontractors at any tier, if any, shall maintain in full force and effect at all times during the term of this Agreement such licenses, registrations or 14 Page 4 f 82 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C permits as may be required by the State of California or any other local, regional, County, State or Federal governmental entities. AE shall promptly inform COUNTY of any lapse of license, investigation, or disciplinary action against AE, its employees, or its subcontractors on this project. E. Subcontractors The retention of any subcontractor by the AE shall be approved in writing by the COUNTY. AE shall submit the proposed subcontractor's contract to COUNTY for its review upon request. AE shall ensure that the contract for each of its subcontractors providing services on this Project contain the requirements set forth in the following paragraphs of this contract: Accounting Records /Audit; Nondiscrimination; and County of Orange Child Support Enforcement. COUNTY may, at its sole discretion require AE to remove from the Project any of its subcontractors assigned to the performance of the Scope of Services. The AE shall remain responsible to the COUNTY for any and all services and obligations required under this Agreement, whether performed by AE or its subcontractors. AE shall pay each subcontractor in the time periods required by law. Any subcontractors employed by AE shall be independent contractors and not agents of the COUNTY. AE shall insure that its subcontractors satisfy all substantive requirements for the work set forth by this Agreement, including insurance and indemnification. 26. EMPLOYMENT ELIGIBILITY VERIFICATION The AE warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Agreement meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The AE shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. AE shall retain all such documentation for all covered employees for the period prescribed by the law. The AE shall indemnify, defend with counsel approved in writing by COUNTY, and hold harmless, the COUNTY, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the AE or the COUNTY or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. 27. ASSIGNMENT AE shall not assign any right, nor delegate any duty, under this Agreement, or any portion thereof, without the written consent of COUNTY, first had and obtained. Any 15 Page I"5 bfT�2 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C attempted assignment or delegation without COUNTY's prior written consent shall be void. 28. SOLE AND ONLY AGREEMENT This Agreement constitutes the sole and only agreement between the parties hereto with respect to the services herein described, and correctly sets forth the obligations of each party. Any representations or agreements not specifically contained herein are null and void. Any amendments hereto shall be made in writing, effective only when signed by both parties. 29. NO WAIVER BY COUNTY In the event the COUNTY does not insist upon strict performance by AE or does not exercise a right or option herein conferred, such event shall not be deemed or constructed as a waiver or a relinquishment to any extent of any right of COUNTY to insist on strict performance or to assert or rely upon any such terms, rights or options on any future occasion. 30. INSURANCE Prior to the provision of services under this contract, the AE agrees to purchase all required insurance at AE's expense and to deposit with COUNTY Certificates of Insurance, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this Agreement have been complied with and to keep such insurance coverage and the certificates therefore on deposit with COUNTY during the entire term of this contract. COUNTY reserves the right to request the declarations page showing all endorsements and a certified copy of the policy. In addition, all subcontractors performing work on behalf of AE pursuant to this Agreement shall obtain insurance subject to the same terms and conditions as set forth herein for AE. However for subcontractors the Professional Liability is applicable to licensed professionals only and the $1,000,000 Auto Liability limit applies if access is granted to the airfield. . All other vehicles must carry a minimum limit of $1,000,000. All self - insured retentions (SIRS) or deductibles shall be clearly stated on the Certificate of Insurance. If no deductibles or SIRS apply, indicate this on the Certificate of Insurance with a 0 by the appropriate line of coverage. Any deductible or SIR in an amount in excess of $25,000 ($5,000 for automobile liability), shall specifically be approved by the County Executive Office (CEO) /Office of Risk Management. AE shall be responsible for reimbursement of any deductible to the insurer. If the AE fails to maintain insurance acceptable to COUNTY for the full term of this contract, COUNTY may terminate this contract. A. Qualified Insurer 16 Page 6 oofb2 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier) or have a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category) as determined by the most current edition of the Best's Key Rating Guide /Property- Casualty /United States or ambest.com If the insurance carrier is not an admitted carrier in the state of California and does not have an A.M. Best rating of A- /VIII, the CEO /Office of Risk Management retains the right to approve or reject carrier after a review of the company's performance and financial ratings. B. Coverage Limits The policy or policies of insurance maintained by the AE shall provide the minimum limits and coverage as set forth below: Coverage Commercial General Liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employers' Liability Insurance Professional Liability Insurance C. Required Coverage Forms Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 combined single limit per occurrence Statutory $1,000,000 per occurrence $1,000,000 per claims made or per occurrence The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. D. Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 17 Page 17' 2 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C 1) An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds. 2) A primary non - contributing endorsement evidencing that the AE's insurance is primary and any insurance maintained by the County of Orange shall be excess and non - contributing. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, employees and agents. All insurance policies required by this contract shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. All insurance policies required by this Agreement shall give the County of Orange thirty (30) days notice in the event of cancellation and ten (10) days notice for non- payment of premium. This shall be evidenced by policy provisions or an endorsement separate from the Certificate of Insurance. If AE's Professional Liability policy is a "claims made" policy, AE shall agree to maintain professional liability coverage for two years following completion of contract. The Commercial General Liability policy shall contain a severability of interests clause (standard in the ISO CG 001 policy). Insurance certificates should be forwarded to the COUNTY at the address listed in the NOTICES section of this Agreement or to an address provided by the Airport Director. If the AE fails to provide the insurance certificates and endorsements within seven (7) business days after this Agreement has been awarded, the Agreement may be cancelled and award may be made to the next qualified vendor. COUNTY expressly retains the right to require AE to increase or decrease insurance of any of the above insurance types throughout the term of this Agreement. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect COUNTY. COUNTY shall notify AE in writing of changes in the insurance requirements. m Page—'T8 T�2 f Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C If AE does not deposit copies of acceptable certificates of insurance and endorsements with COUNTY incorporating such changes within thirty (30) days of receipt of such notice, this Agreement may be in breach without further notice to AE, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit AE's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer. 31. ACCIDENTS All job site and other project- related accidents, injuries, and illnesses sustained by AE's or subcontractors' employees who require medical attention (other than first aid), shall be orally reported to COUNTY at the time of the incident. Written reports, satisfactory in form and content to COUNTY shall be submitted by AE promptly after each such incident. 32. PATENT INDEMNITY The AE shall indemnify and hold harmless the COUNTY, its agents, officers, and employees from and against any and all liability, including costs for infringement or dilution of any United States letters, patent, or any other intellectual property contained in the AE's drawings and specifications that are created or provided under this Agreement. 33. INDEPENDENT CONTRACTOR AE is an independent contractor. Nothing in this Agreement shall be deemed to make AE, its subcontractors, or any of their respective officers, employees, representatives, or agents, the agents or employees of COUNTY. AE shall have responsibility for and control over the details and means for performing the work provided that AE is in compliance with the terms of the Agreement. Anything in this Agreement which may appear to give COUNTY the right to direct AE as to the details of the performance of the work or to exercise a measure of control over AE shall mean that AE shall follow the desires of COUNTY only with respect to the results of the work. 34. NON - EMPLOYMENT OF COUNTY EMPLOYEES BY AE AE agrees that it will neither negotiate, offer, or give employment to any full -time, regular employee of COUNTY in professional classifications of the same skills required for the performance of this Agreement who is involved in this Project in a participatory status during the life of this Agreement regardless of the assignments said employee may be given or the days or hours employee may work. 19 Page li� Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C 35. NO ALTERATION OF AGREEMENT TERMS AE has no authority to alter, modify, amend, or change the terms of this Agreement or any agreement entered into with COUNTY or any agreement for any work to be performed on or relating to this Project, except as provided in Section 14 herein, entitled Changes in Scope of Services. 36. COMPLIANCE WITH LAWS AE shall comply with and give all notices required by all laws, ordinances, rules, regulations, and lawful orders of government authorities applicable to the AE's performance of the Scope of Services and all other provisions of this Agreement. AE shall promptly notify COUNTY in writing if AE has reason to believe that any part of AE's work is at variance with any law, ordinance, code, rule, or regulation of public authority. If the AE performs any work that is contrary to laws, statutes, ordinances, building codes, and rules and regulations applicable to the Project, the AE shall assume full responsibility for such work and shall indemnify and hold COUNTY harmless for all costs, losses or damages attributable thereto. 37. BUSINESS ETHICS AE employees, agents, subcontractors, vendors (or their representatives) shall not make or cause to be made any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, substantially discounted work, or any other considerations to (1) COUNTY representatives, employees, or their relatives, or (2) representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this project. AE employees (or their relatives), agents, or subcontractors shall not receive any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, or substantially discounted work or any other considerations from representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this project. AE agrees to notify a designated COUNTY representative within 48 hours of any instance where the AE becomes aware of a failure to comply with the provisions of this section. 38. NONDISCRIMINATION A. Compliance with Regulations The AE shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time 20 Pagef�2 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C (hereinafter referred to as the Regulations), which are incorporated herein by reference and made a part of this Agreement. B. Nondiscrimination The AE, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. AE shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations, either by competitive bidding or negotiation, made by AE for work to be performed under a subcontract, including procurement of materials or lease of equipment, each potential subcontractor or supplier shall be notified by AE of AE's obligations under this Agreement and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports AE shall provide all information and reports required by the regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information required of AE is in the exclusive possession of another who fails or refuses to furnish this information, AE shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance In the event of AE's noncompliance with the nondiscrimination provisions of this Agreement, the COUNTY shall impose such Agreement sanctions as it or the FAA may determine to be appropriate, including but not limited to: 1) Withholding of payments to AE under the Agreement until AE complies, and/or 2) Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Incorporation of Provisions 21 Page ;'�f 1 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C The AE shall include the provisions of subparagraphs A through E of this paragraph in all of its subcontracts and other agreements pertaining to the work under this Agreement, including procurement of materials and leases of equipment, unless exempt by the regulations or directives issued thereto. The AE shall take such action with respect to any subcontract or procurement as the sponsor (COUNTY) or the FAA may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, in the event AE becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, AE may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, AE may request the United States to enter into such litigation to protect the interests of the United States. 39. DISADVANTAGED BUSINESS ENTERPRISE (DBE) (N /A) A. Policy It is the policy of JWA, under the direction of its governing body, the Orange County Board of Supervisors, to promote the objectives of the Department of Transportation with respect to the participation of Disadvantaged Business Enterprises (DBEs) in DOT — assisted contracts. This policy has been formulated to comply with 49 CFR Part 26. The objectives of the program are as follows: 1) To ensure nondiscrimination in the award and administration of DOT - assisted contracts in the Department's highway, transit, and airport financial assistance programs; 2) To create a level playing field on which DBEs can compete fairly for DOT - assisted contracts; 3) To ensure that the Department's DBE program is narrowly tailored in accordance with applicable law; 4) To ensure that only firms that fully meet this part's eligibility standards are permitted to participate as DBEs; 5) To help remove barriers to the participation of DBEs in DOT - assisted contracts; 6) To assist the development of firms that can compete successfully in the marketplace outside the DBE programs; and 7) To provide appropriate flexibility to recipients of Federal financial assistance in establishing and providing opportunities for DBEs. JWA has in the past, as a matter of both principle and law, established an Affirmative 22 Page; f;2 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C Action Program to ensure that no person is discriminated against on the grounds of race, color, national origin or sex in any program associated with the airport. JWA administers a DBE program in compliance with 49 CFR Part 26. B. DBE Obligation (Federally Funded Projects) (N /A) The AE agrees to ensure that disadvantaged business enterprises, as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under this Agreement. In this regard, all contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. C. Assurances (Federally Funded Projects) (N /A) The AE, contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT - assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate. 40. COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT In order to enhance the child support collection efforts of the County of Orange Family Support Enforcement, AE is required to provide the following information as listed on the attached form: • If the AE is an individual contractor: Name, date of birth, social security number, and residence address. • If AE is doing business in a form other than as an individual: Name, date of birth, social security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity. In addition, the AE must provide: • A certification that the AE has fully complied with all applicable federal and state reporting requirements regarding its employees, and • A certification that the AE has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. 23 Page; r Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C Information provided shall be transmitted to the COUNTY'S Child Support Office, which has been charged with the establishment and enforcement of child support orders. Copies shall not be retained by the requesting agency. Failure of the AE to submit the data and /or certitications required above or to comply with all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the contract. Failure to cure such breach within 60 calendar days of notice from the COUNTY shall constitute grounds for termination of this Agreement. (JWA Child Support Enforcement documents found at the end of this Agreement) 41. NOTICES All notices between the parties to this Agreement shall be sent to the following addresses: For County: John Wayne Airport Deputy Airport Director, Facilities 3160 Airway Avenue Costa Mesa, CA 92626 42. GOVERNING LAW AND VENUE For Architect-Engineer: neer: Douglas Sachman AECOM Technical Services, Inc. 999 Town and Country Road Orange, CA 92868 A. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the PARTIES hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure, Section 394. B. The PARTIES specifically agree that by soliciting and entering into and performing PROJECTS /SERVICES under this Agreement, the AE shall be deemed to constitute doing business within Orange County from the time of solicitation of work, through the period when all PROJECTS /SERVICES under this Agreement is completed, and continuing until the expiration of any applicable limitations period. 43. ATTORNEY'S FEES In any action or proceeding to enforce or interpret any provision of this Agreement, or where any provision hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and expenses. 24 PageZ�ofI2 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C 44. WAIVER OF JURY TRIAL Each PARTY acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each PARTY, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any PARTY hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Agreement and/or any other claim of injury or damage. 45. CONTRACT CONSTRUCTION The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendment or appendices hereto. 46. INTERPRETATION A. Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. B. In addition, each PARTY has been represented by experienced and knowledgeable independent legal counsel of their own choosing, or has knowingly declined to seek such counsel despite having the opportunity to do so. C. Each PARTY further acknowledges that they have not been influenced to any extent whatsoever in executing this Agreement by any other PARTY hereto or by any person representing them, or both. D. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the PARTY that has drafted it is not applicable and is waived. E. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the purpose of the PARTIES and this Agreement. 47. SEVERABILITY If any part of this Agreement is held, determined, or adjudicated to be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. 25 Page ; Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C 48. HEADINGS The various headings and numbers herein, the grouping of provisions of this Agreement into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. 49. JWA INFORMATION TECHNOLOGY NETWORK A. COUNTY shall provide connection to its Information Technology network in support of AE's required access to JWA's Project Management System Oracle Primavera Unifier (Unifier). B. The AE shall submit to COUNTY the following JWA User Access Request Form within seven (7) days following Contract Award. The JWA User Access Request Form is required for each employee to access Project documentation, including, but not limited to correspondence, monthly reports, schedules, RFIs, daily reports, payment applications, deliverables /submittals, change documentation, plans and drawings, and all other communication. C. JWA will create the user ID with approved access rights and provide an initial password to the user in a secure manner. As remote users, the AE's personnel shall acknowledge and comply with the following JWA Portal Usage Policy. D. Such internet connection will allow the AE secured access to the Unifier Project Document Management System. E. The AE shall use the Unifier Project Document Management System. Unifier shall be the AE's exclusive means of communication with JWA and its representatives for all Project documentation. F. JWA Process for Gaining Access to JWA Systems: There are two forms required to be filled out to obtain equipment, software, and/or access to JWA systems: • IT Usage Policy Acknowledgement • User Access Request Form — Non - County Employees The requester shall fill out the Contractor User Information section, Sections 2, 3, 4 if applicable and then sign within Section 5. The User Access Request Form will not be processed without your company manager's signature in Section 6. Once you have filled out the form and obtained your company manager's signature please submit the form to the JWA Project Manager. The JWA Project Manager will then obtain the JWA Manager's signature in Section 6 to begin processing the request through JWA IT Section. For Unifier access, new companies may take as long as a week to process; existing companies with new access requests should only require one to three business days to process. Once completed, the requester will receive two separate e -mails from the JWA 26 Page, o k Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C IT Section. The first will have your user name and the other will have your password, respectively. The fast time you log on the web -based application you will be required to reset your password and configure your settings. Help Desk: If you experience any errors or have difficulties with any of the equipment /software, a request must be submitted to the Help Desk at (949) 852 -4004. You will need to provide your name, e-mail, phone number, location, and a brief description of the problem. Once the information is entered into the system, a call ticket will be created and sent to a JWA IT representative, who will contact you within one to three business days. G. JWA will provide Unifier system training upon receipt of the JWA User Access Request Form(s) shown below. 1) Unifier Training: For Unifier Training, please contact the JWA Project Manager to schedule a time and date. For Document Locator Training and/or other software, please contact the JWA Project Manager or submit a Help Desk Request. Please note that if you have not logged on to Unifier within a 30 day period your account will be deactivated. To reactive your account, please submit a help desk ticket for Unifier reactivation. Also, after 4 failed attempts to log on you will be locked out of Unifier. To unlock your account and reset your password please call in a help desk ticket. 2) Access to Unifier Document Manager: If you need access to a folder in Unifier Document Manager please contact the JWA Project Manager. (JWA Information Technology Usage Policy is found at the end of this Agreement) SIGNATURE PAGE TO FOLLOW 27 Page L7"oY52 Attachment JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO. 280 -280- 1900- P312 -C IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. Dated: Signed and certified that a copy of this document has been delivered to the Chair of the Board. SUSAN NOVAK Clerk of the Board of Supervisors of Orange County, California j� M a COUNTY OF ORANGE Chair of the Board of Supervisors ARCHITECT- ENGINEER Signature and Title Signature and Title 'IjAE is a corporation, signatures of nvo specific corporate officers are required as further set forth: • The first signature must be one of Hie following: a) the Chairman of the Board; b) President; or c) any Vice President. • The second signature must be one of lite jollowing: a) Secretary; b) the Chief Financial Officer; c) any Assistant Secretary; or d) any Assistant Treasurer. • In Hie alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signature to bind fire company. APPROVED AS TO FORM: COUNTY COUNSEL By Depu F Counsel Dated: 7�G13 M Page 28 of 52 252 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C PAGE INTENTIONALL LEFT BLANK (JWA Information Technology Usage Policy and Child Support Enforcement Documents to Follow) 29 Paget Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C County of Orange Information Technology Usage Policy 1 INTRODUCTION: The County of Orange Information Technology (IT) Usage Policy is the foundation of the County's Information security efforts. Each member of the County workforce is responsible for understanding his/her role in maintaining County IT security. This policy summarizes your Information technology responsibilities. To learn more about information security, please see the Information Technology Security Policy. Complete Section 5: Acknowledgement after you have finished reading this document. Your signature on the Acknowledgement indicates that you understand and will comply with County security policy. If you disregard security policies, standards, or procedures, you can be subject to County and agency - specific disciplinary action. 2 TERMS YOU NEED TO KNOW: Authentication The process of verifying the identity of anyone who wants to use County information before granting them access. Back Up To copy files to a second medium (for example, a disk or tape) as a precaution in case the first medium fails. Confidentiality / An agreement that outlines sensitive materials or knowledge that Non - Disclosure Agreement two or more parties wish to share with one another. By way of such agreement, the parties to the agreement agree not to share or discuss with outside parties the information covered by the agreement. System or Software Highly important files that control the operation of entire systems Configuration Files or software. Electronic Communication Messages sent and received electronically through any electronic text or voice transfer /storage system. This includes a -mail, text messages, instant messages (IM) and voicemail. Encryption The translation of data into a secret code. Encryption is the most effective way to achieve data security. To read an encrypted file, you must have access to a secret key or password that enables you to decrypt it. Unencrypted data is called plain text; encrypted data is referred to as cipher text. Information Security Safeguarding an organization's data from unauthorized access or modification to ensure its availability, confidentiality, and integrity. Information Technology (IT) The broad subject concerned with all aspects of managing and processing information within an organization. Local Security Administrator The person at each agency who is responsible for the operational (LSA) maintenance of IT security resources within the agency. Network Two or more linked computer systems. There are many different types of computer networks. Password Sequence of characters (letters, numbers, symbols) used in combination with a User ID to access a computer system or network. Passwords are used to authenticate the user before s/he gains access to the system. Information Te&mlogy Usage Policy January 2010 Page 1 30 Page 30—of b2 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C County of Orange Information Technology Usage Policy Personally Identifiable Information (PII) User User ID Virus / Malicious Software Workforce Member 3 POLICY OVERVIEW Any piece of Information that could be used to uniquely Identify, contact, or locate a single person. Examples Include: full name; national identification number; email address; IP address; diver's license number; and Social Security Number. Any individual who uses a computer. Unique name given to a user for identification to a computer or telephone network, database, application, etc. Coupled with a password, it provides a minimal level of security. A software program that interferes with computer operation, damages or destroys electronic data, or spreads itself to other computers. Viruses and malicious software are often transmitted via email, documents attached to email, and the Internet. Any member of the County workforce, including employees, temporary help, contractors, vendors and volunteers. As a member of the County workforce, you are expected to comply with the County's Information Technology Usage Policy. Your agency may have additional policies that you must follow as part of yourjob. The following are key concepts of the County's policy: • tnfonnalion created or used In support of County business activities is the property of the County. • Your assigned information technology resources are meant to facilitate the efficlent and effective performance of your duties. It is your responsibility to ensure that resources are not misused and that you comply with policy. • If you need to access confidential information as part of your duties, you will be asked to sign a confidentiality or non - disclosure agreement before you access the County network. • Many County facilities house sensitive or critical information systems. You are expected to comply with all physical access controls designed to restrict unauthorized access. • You may not remove County equipment or data in any format from the workplace unless you have received prior written approval from your supervisor or manager. The use of the network and Internet is a privilege, not a right. If you violate policy, you may lose your network and /or Internet access. The County may refuse to reinstate your access for the remainder of your employment at the County. The County may also take other disciplinary action as appropriate under County policy, departmental policy and applicable employment MOUs. 4 YOUR RESPONSIBILITIES Your security responsibilities fall under several different Information Technology categories. Each category and the key responsibilities associated with it are listed below: Information Technology Usage Policy January 2010 Pegs 2 31 PageIC?f$1 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C County of Orange Information Technology Usage Policy USER IDs AND PASSWORDS • You will be issued a network user ID unique to you. Only you may use your user ID to access County resources (e,g. computer, telephone, FAX). • You will be issued a default password at the same time as your user ID. You will be prompted to change your password the first time you log in to the system. • Do not share user IDs and passwords with other users or individuals, including coworkers and supervisors. Treat your password as sensitive and highly confidential Information. • You are agreeing to follow the Information Technology Usage Policy when you accept a password from the County and use it to access the County data or telephone networks. the Internet, or the Intranet. • Change your password immediately if you think someone else knows it. Report your suspicions to management. • If you lose or forget your password, you are required to request a password reset. No one else can do it for you. HARDWARE AND SOFTWARE • The County will provide, and employees may request, peripheral equipment such as ear buds for cellular phones or Blackberry devices, as may be necessary to enable compliance with all local laws which pertain to the use of mobile communication equipment or the Individual workplace needs for the employee to perform his or her employment. • Never download or install any hardware or software without prior written approval of your agency IT representative. • Do not make any changes to system and/or software configuration files unless specifically authorized In writing by your agency IT. • Maintain your business data files on a network (or "shared ") drive so that they can be backed up according to your agency's regular backup schedule. • Use the "lock workstation" feature any time you leave your workstation lagged on to the network and you are away from your desk. • Do not connect a County laptop or other mobile device to the network until it has been scanned for viruses and malicious software. • Follow the authentication procedures defined by your agency whenever you log in to the County network via Remote Access. • Do not attempt to connect your workstation, laptop, or other computing device to the Internet via an unauthorized wireless or other connection while simultaneously connected to any County network. • Retain original software installed on your computer if it is provided to you. The software must be available when your system is serviced in case it needs to be reinstalled. • Do not keep liquids or magnets on or near computers, as they can cause serious damage. • Ensure that your equipment is plugged into a surge protector at all times. Infanrwtlon Technology Usage Palicy January 2010 Page 3 32 Page A,f Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C County of Orange Inforrnadon Technology Usage Policy • Report all computer problems in detail on the appropriate form and/or when you contact the County Service Desk or discuss the problem with your agency's Help Desk. • Report equipment damage immediately to the County Service Desk or your agency's Help Desk. EMAIL and TELEPHONE • The e-mail and telephone systems and networks are primarily for official County business. • Management can freely inspector review electronic mail and data files including voicemail. Employees should have no expectation of privacy regarding their Internet usage, electronic mall or any other use of County computing or telephone equipment. • Do not use a County email account or voicemail box assigned to another individual to send or receive messages unless you have been authorized, in writing, to act as that individual's delegate. • Use of personal Internet (external) email systems from County networks and /or desktop devices is prohibited unless there is a compelling business reason for such use and prior written approval has been given by agency management and agency IT. • Do not configure or use automated forwarding to send County email to Intemet -based (external) email systems unless specifically authorized to do so, in writing, by County management. • Send confidential information via email only with the written permission of management and only via an approved method. Mark the email according to agency policy. • Treat confidential or restricted files sent as attachments to email messages as confidenfial or restricted documents. This also applies to confidential or restricted information embedded within an email message as message text or a voicemail message. • Do not delete email or voicemail messages or other data If management has identified the subject matter as relevant to pending or anticipated litigation, personnel investigation, or other legal processes. THE INTERNET I INTRANET • Intemet/Intranet access is primarily for County business. • You may access the Internet for limited personal use only during nonworking time and in strict compliance with policy. If there is any doubt about whether an activity is appropriate, consult with your Department Head or his /her designee. INFORMATION SECURITY • Treat hardcopy or electronic Personally Identifiable Information (PII) as confidential and take all precautions necessary to ensure that it is not compromised. Intentional —or even accidental — disclosure of Pit to unauthorized users is a violation of policy. • Don't leave Pit unattended or unsecured for any period of time. • Be sure to follow your agency's policy for disposing of confidential data. This may Include the physical destruction of data through shredding or other methods. • Information created, sent, stored or received via the email system, network, Internet, telephones (including voicemail), fax or the Intranet is the property of the County. Information Technology Usage Paliry January 2010 Page 4 33 Pagl;fo�� Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C County of Orange Information Technology Usage Policy • Do not expect information you create and store on County systems, including email messages or electronic flies, to be private. Encrypting or using other measures to protect or "lock" an email message or an electronic file does not mean that the data are private. • The County reserves the right to, at any time and without notice, access, read and review, monitor, and copy all messages and files on its computer system as it deems necessary. • The County may disclose text or images to law enforcement without your consent as necessary. PROHIBITED ACTIVITY Unless you are specifically authorized by your manager or agency In writing, the following uses are prohibited by the Information Technology Security Policy: • Using, transmitting, or seeking inappropriate or offensive materials, including but not limited to vulgar, profane, obscene, abusive, harassing, belligerent, threatening, or defamatory (harming another's reputation by Iles) language or materials. • Accessing, attempting to access, or encouraging others to access controversial or offensive materials. • Revealing PII without permission, such as another's home address, telephone number, credit card number or Social Security Number. • Making offensive or harassing statements orjokes about language, race, color, religion, national origin, veteran status, ancestry, disability, age, sex, or sexual orientation, • Sending or soliciting sexually oriented messages, images, video or sound files. • Visiting sites featuring pornography, terrorism, espionage, theft, drugs or other subjects that violate or encourage violation of the law. • Gambling or engaging In any other activity in violation of local, slate, or federal law. • Uses or activities that violate the law or County policy or encourage others to violate the law or County policy. These Include: • Accessing, transmitting, or seeking confidential information about clients or coworkers without proper authorization. • Intruding, or trying to intrude, into the Folders, files, work, networks, or computers of others, or Intercepting communications intended for others. • Knowingly downloading or transmitting confidential information without proper authorization. • Uses that cause harm to others or damage to their property, including but not limited to: • Downloading or transmitting copyrighted materials without the permission of the copyright owner, Even if materials on the network or the Internet are not marked with the copyright symbol, ©, assume that they are protected under copyright law. • Using someone else's password to access the network or the Internet. • Impersonating another user or misleading message recipients into believing that someone other than the authenticated user is communicating a message. Information Technology Usage Policy January 2010 Page 5 34 Page34f12 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C County of Orange Information Technology Usage Policy • Uploading a virus, other harmful component, or corrupted data or vandalizing any part of the network. • Creating, executing, forwarding, or Introducing computer code designed to self - replicate, damage, or impede the performance of any computer's memory, storage, operating system, application software, or any other functionality. • Engaging in activities that jeopardize the security of and access to the County network or other networks on the Internet. • Downloading or using any software on the network other than that licensed or approved by the County. • Conducting unauthorized business or commercial activities including, but not limited to: • Buying or selling anything over the Internet. • Soliciting or advertising the sale of any goods or services. c Unauthorized outside fund- raising activities, participation in any lobbying activity, or engaging in any prohibited partisan political activity. o Posting County, department and /or other public agency information to external news agencies, service bureaus, social networking sites, message boards, blogs or other forums. • Uses that waste resources, including, but not limited to: • Printing of personal files. • Sending chain letters for any reason. • Including unnecessary recipients on an email. Only copy others on an email or voicemail message who should be "in the loop" an the topic addressed. • Indiscriminate use of distribution lists. Before using a distribution list, determine whether or not it Is appropriate for everyone on that list to receive the email. • "All hands' emails. Emails of this type are to be sent only after management permission has been obtained. inronnabon Technology Usage Policy January 2010 Page 8 35 Page�f;� Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C County of Orange Information Technology Usage Policy 5 ACKNOWLEDGEMENT • If you violate security policies, standards, or procedures, you can be subject to County and agency - specific disciplinary action up to and including discharge. By signing this document, I acknowledge that I have read, understand and will comply with this County of Orange Information Technology Usage Policy. I understand that the complete Information Technology Usage Policy is available for me to review on the County's Intranet. I also may request a copy from the County Service Desk, my agency's Help Desk, or my agency's Local Security Administrator. Workforce Member Name (please print): Workforce Member Signature: Agency /Department: Dale: Information Technology Usage Pollct January 2010 Page 7 36 Pag-ee`3EOk Attachment C 74 �W JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C CONTRACTOR USER INFORMATION User Access User Name (First): Request Form: Contractors and Non - County Employees 2. HARDWARE REQUESTED ❑ Desktop Computer ($1600)* ❑ Portable Computer ($2300)* Title: Phone: Company Name: e -mail: Supervisor's Name: Project(s): Start Date: ❑ Telephone ($50 /month) ❑ Other: * Standard PC setup: MS Windows Vista and Office 2007 (Outlook, Word, Excel, PowerPoint, Anti -virus and Adobe Reader). 3. ACCESS REQUESTED ❑ JWAIR User ID Ismail ❑ Document Locator Webtools only ($650) ❑ Skire /Unifier ($2,000) ❑ Off -site remote access (JWA laptop only) ❑ Other: 4. ADDITIONAL REQUIREMENTS, NOTES 5. User SIGNATURE Note for all initial User Access Requests: A signed IT Usage Policy Acknowledgement In must be submitted with this request. See your Project Manager for details. Signature Date 6. APPROVAL 7.Please Return Completed form Company Manager JWA Manager and signed Policy to: Tim Harris Print Name Print Name Chief Technology Officer John Wayne Airport Signature date Signature date 13160 Airway Ave, Costa Mesa Please note: Depending on items requested, completion of Access Requests may take between 24 -72 hours, with equipment/software purchases taking longer. If you have questions regarding the status of your request, please contact the Service Desk. 949 -852 -4004. 37 Page`3�YW52 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT CERTIFICATION REQUIREMENTS A. In the case of an individual contractor, his /her name, date of birth, Social Security number, and residence address: Name: D.O.B.: Social Security No: Residence Address: B. For contractor doing business in a form other than as an individual: The name, date of birth, social security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity (if no individual owns 10 percent or more, write "N /A "): Name: D.O.B.: Social Security No: Residence Address: Name: D.O.B.: Social Security No Residence Address Name: D.O.B.: Social Security No: Residence Address: (Additional sheets may be used if necessary) m Page 38-of 9 Attachment C JOHN WAYNE AIRPORT AVIATION ANALYSIS A -E SERVICES AECOM PROJECT NO.280- 280 - 1900- P312 -C CHILD SUPPORT ENFORCEMENT CERTIFICATE `I certify that is in full compliance with all applicable federal and state reporting requirements regarding its employees and with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of Contract with the County of Orange. I understand that failure to comply shall constitute a material breach of the contract and that failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the contract. Signature * Please Print Name Title Date Signature * Please Print Name Title Date Company Name Project Number * Two signatures required if a corporation. 39 Page�t� Attachment C APPENDIX 1 SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services for John Wayne Airport Project No. 280 - 280 - 1900- P312 -C The following describes a scope of services for the aviation analysis to support the JWA Proposed Settlement Agreement Amendment EIR. Tasks described herein are defined tasks which can be undertaken on a lump sum basis. BASIC SERVICES — LUMP SUM Task 1.0 Describe Existing Conditions The Draft Scope of Work contained in the RFQ specified subject areas to be documented including the JWA Settlement Agreement and noise and curfew restrictions. For the purpose of the aviation analysis, AE will be responsible for the items described below. It is assumed that the description of the JWA Settlement Agreement and the description of the noise and curfew restrictions are prepared by others. 1.1 Existing Facilities AE will prepare a high level overview (suitable for an EIR) of the existing airfield and terminal facilities. This is not intended as a comprehensive airport inventory such as those that would be performed as part of a master plan. The intent is to provide a general description of the airport and those items related to the aviation analysis, and relevant changes to the airport since EIR 582. 1.2 Existing Airfield Operations This task involves the definition of existing airfield operating patterns such as runways, taxiways, departure queues, and RON operations as this information is relevant to the assessment of the Proposed Project and alternatives. The description will be both narrative and graphic, indicating airfield use and circulation patterns. The description will be based on interviews with the FAA Air Traffic Control Tower, JWA Airfield Operations and field observations. Task 2.0 Analyze Alternatives - Forecasts for EIR Impact Analyses Projections of aviation activity at JWA will be developed in the following categories: commercial passengers, based general aviation aircraft, aircraft operations, and aviation fuel flowage. Although this task will not include forecasts of ground transportation Page�g'of�2 Attachment C SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services Project No. 280 -280- 1900- P312 -C movements, it is expected that ground transportation projections will use the results of this task, and the coordination with ground transportation projections is included here. Projections of activity will be prepared for the Proposed Project and Alternatives A, B and C (the specified scenarios) for the ultimate time frame (2026 to 2030) as identified in the proposed Settlement Agreement. Projections for intennediate years are included. The forecasts will be based on the annual passenger limits specified for each alternative in the time frames beginning 2016, 2021 and 2026 in the proposed Settlement Amendment. This analysis does not include preparation of an independent (unconstrained) forecast as it is based on annual passenger limits specified in the Settlement Amendment. This scope assumes that a Preliminary fleet mix for the Proposed Project in the ultimate time frame (2026 to 2030) is prepared prior to the start of the work. The subtasks that follow describe the forecast components to be developed and the methodology to be used. 2.1 Historical Airport Activity As part of this task, forecast parameters and assumptions will be developed and reviewed with airport staff. Items to be considered include (1) assumptions regarding new airline entrants and or services, and (2) forecasting approach and assumptions. Historical airport activity data for the last ten years will be collected, compiled and reviewed for input into the aviation demand forecast effort. This will document the historical activity since the preparation of the previous analysis in 2003. Data such as passenger and cargo activity (annual, average day peak month (ADPM), hourly, by aircraft type, and by airline), aircraft operations (annual, average day peak month, and hourly by type and fleet mix), based general aviation aircraft by type, and annual fuel flowage by type, will be compiled and analyzed. 2.1.1 Passengers Review passenger data compiled by the FAA, the JWA Access and Noise Office and data developed by other team members (Noise Consultant). This data will include annual enplaning and deplaning passengers, ADPM passengers, hourly passengers, and peak hour ADPM passengers. Calendar year 2012 will be the last full year of historical data to be presented. A base year of 2013 will be compiled from available data for 2013 and extrapolated to estimate a base year 2013. 2 APPENDIX 1 Pagan fl Attachment C SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services Project No. 280 -280- 1900- P312 -C 2.1.2 Based General Aviation Aircraft Historic and current data on general aviation aircraft based at JWA will be collected and reviewed. Based aircraft data for 2013 will be obtained from airport records (aircraft at County leased tiedowns and hangars) and telephone surveys of all FBOs and hangar rental companies. Based aircraft will be categorized by single engine piston, multi- engine piston, turboprop, turbojet, and helicopter. The base year for general aviation based aircraft will be 2013. 2.1.3 Aircraft Operations Aircraft operations data for air carrier, commuter, general aviation, and military categories will be obtained from JWA, the FAA Air Traffic Control Tower and other FAA systems, and Noise Consultant. The tower data will contain annual, monthly, hourly (important for general aviation analysis), and instrument operations information. Operations data from the JWA Access amd Noise Office will also be obtained and reviewed. This data source will identify jet operations by aircraft type and time of day. Calendar year 2012 will be the last full year of historical data to be presented. A base year of 2013 will also be compiled and extrapolated from available data for 2013 and compared to historical data. 2.1.4 Hourly Operations Operations data for the ADPM of 2013 will be tabulated by type of operation and time of day. From this information, the peak hour operations of the ADPM for 2013 will be identified by type of operation. It is expected that data from OAG will not be needed. It is assumed that data for the usual peak month (August) is available, and if not, available data will be analyzed to estimate a peak month for 2013. A focus of this task will be an identification of the times the general aviation runway is closed to accommodate commercial departures. 2.2 Forecast of Passengers and Passenger Components Commercial passenger forecasts will be prepared for use in the EIR impact analyses for the Proposed Project and Alternatives A, B and C. Passenger forecast components are described below and involve developing peak month, average day and peak hour passengers associated with the annual passenger limits specified in the proposed Settlement Agreement. Passenger forecasts will not include general aviation activity. APPENDIX l Page - o� Attachment C SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services Project No. 280 -280- 1900- P312 -C 2.2.1 Annual Passengers (MAP) The basis of the forecast is the annual passenger limits identified in the proposed Settlement Amendment. This task will include categorization of passengers by domestic and international passengers, as well as air carrier and commuter passengers. 2.2.2 Hourly ADPM Enplaned and Deplaned Passengers A forecast of hourly enplaned and deplaned passengers will be developed for the entire average day of the peak month (ADPM). Hourly passengers will be categorized by air carrier and commuter, and domestic versus international. The hourly passenger forecast will be developed with consideration of the constraints imposed by the commercial flight curfew, load factors, equipment types flown, peak hour runway limitations, and available gates. Commercial operations in the ADPM may be the same as the "average day" used for noise analysis. However, it is expected that passenger load factors will be higher in the ADPM than for the "average day" data used for noise analysis. 2.2.3 Peak Hour ADPM Enplaned, Deplaned and Total Passengers From the hourly projections, peak hour enplaned, deplaned and total passenger activity will be identified. Peak hour passengers will be categorized by air carrier and commuter passengers. A forecast of international peak hour passengers that are departing from JWA will also be prepared (the international peak will not necessarily coincide with the total peak). 2.3 Based General Aviation Aircraft Forecast A forecast of based general aviation aircraft will be developed by type of aircraft (single engine piston, multi- engine piston, turboprop, turbojet, and helicopter) and applied to the specified scenarios. The forecast will be developed together with JWA staff. Interviews with airport operators will be conducted to determine their abilities to accommodate additional aircraft and their expectations of future demand. This task will focus on the future mix of based aircraft. 2.4 Passenger Operations Forecast Aircraft operations forecasts for the ADPM will be prepared to be used for (1) the EIR impact analyses and (2) the evaluation of alternatives with respect airfield and demand /capacity relationships. The availability of terminal gates will influence the potential for commercial passenger operations in critical hours. The 0 APPENDIX 1 Page . lr� Attachment C SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services Project No. 280 -280- 1900- P312 -C operations forecasts will recognize the passenger and operations constraints of (1) the proposed Settlement Agreement and (2) the Access Plan. Daily passenger operations data by type of aircraft developed by the Noise Consultant for noise analysis will be used for control totals. This task assumes that a Preliminary fleet mix for the Proposed Project for the ultimate time frame (2026 to 2030) is prepared prior to the start of work, which will be refined for the Proposed Project and applied to develop forecasts for Alternatives A, B and C in this task. 2.4.1 Annual Passenger Aircraft Operations An annual passenger aircraft operations forecast will be developed (1) for air carrier and commuter operations, (2) by domestic and international, and (3) by aircraft size category. The commercial passenger operations forecast will be consistent with the passenger forecast and give consideration to the passenger limitations, load factors, and equipment sizes flown. This task will identify annual passenger operations for Alternatives A, B and C from the Preliminary forecast and fleet mix for the Proposed Project. 2.4.2 Aircraft Fleet Mix The mix of passenger aircraft operations by aircraft type will be identified for the interim time frames for the Proposed Project (beginning 2016 and 2020) and all time frames for Alternatives A, B and C. The fleet mix will be derived from an initial Preliminary fleet mix for the ultimate time frame (beginning year 2026) that is derived from an analysis of historical data and assumed to be available prior to the start of work. The Baseline fleet mix will be refined based on assumptions developed jointly with JWA and EIR team and applied to forecast operations for the Proposed Project and Alternatives A, B and C. The analysis will consider next generation aircraft in the commercial aircraft fleet mix. 2.4.3 Operations by Hour in ADPM and Peak Hour ADPM Operations A commercial passenger operations forecast will be developed by hour for the ADPM, showing arrivals and departures. This forecast will be further disaggregated by air carrier and commuter operations and operations by aircraft size category. From this data, peak hour activity will be identified and daily operating profiles developed. APPENDIX Pag&4 of 2 Attachment C SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services Project No. 280 -280- 1900- P312 -C 2.5 Cargo Operations Forecast 2.5.1 Annual All -Cargo Operations The number of annual cargo operations is assumed to remain static based on 4 Class A ADDS allocated for cargo. Incumbent cargo carriers will be surveyed to determine their projected use of JWA over the planning period with a focus on discussing aircraft types or possible changes to service /schedule. Based on these cargo carrier expectations, fleet mix assumptions will be developed accordingly for projections of annual cargo operations. Cargo operations will be subject to terms of the proposed Settlement Amendment. 2.5.2 Peak Hour ADPM All -Cargo Operations The hourly distribution of all -cargo operations will be projected based on the annual cargo operations and cargo carrier patterns of operation. The effect on the ADPM peak hour operations will be determined. 2.6 General Aviation Operations Forecast 2.6.1 Annual General Aviation Operations An annual general aviation operations forecast will be prepared based on past relationships between the numbers of based aircraft and numbers of annual general aviation operations. The general aviation operations forecast will be categorized by local (training) and itinerant operations and by type of aircraft. The percent touch -and -go operations will also be estimated for airfield demand/capacity analysis. One general aviation operations forecast will be prepared and applied to the Proposed Project and Alternatives A, B and C. Existing operators will be interviewed to understand present trends in business aircraft operations and possible future operational trends at JWA. 2.6.2 ADPM Hourly and Peak Hour Operations An hourly general aviation forecast will be prepared for the critical hours of the ADPM of commercial operations for the evaluation of demand/capacity relationships during peak commercial operating hours. ADPM peak hour operations will also be forecast for capacity purposes. Peak hour forecasting will generally be done using relationships between peak hour and daily operations, recognizing the tendency for the operations distribution curve to flatten with increasing operations. 0 APPENDIX 1 Pagi=�o{' Attachment C SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services Project No. 280- 280 - 1900- P312 -C 2.7 Combined Operations Forecast Combined operations forecasts will be used to evaluate the relationship between airfield capacity and operations demand. 2.7.1 Combined Annual and Hourly Operations Annual and hourly operations forecasts for the three time frames developed in preceding subtasks will be combined to produce airport totals for the Proposed Project and Alternatives A, B and C. 2.7.2 Combined Peak Hour ADPM Operations A combined ADPM peak hour forecast will be prepared for the Proposed Project and Alternatives A, B and C by examination of hourly projections. 2.8 Fuel Flowage Forecast Projections of Jet -A commercial airlines fuel flowage (gallons of fuel pumped annually) will be developed based on historic and forecast relationships with aircraft operations. The fuel flowage forecast will be prepared for the Proposed Project and Alternatives A, B and C. 2.9 Coordination with Ground Transportation Forecasts Coordination with the traffic consultant preparing the ground transportation forecasts will ensure that the same conditions and assumptions are used for passenger and ground transportation forecasts. Data format will include passengers and flights by hour of day to conform to the needs of the ground transportation forecasters. Task 3.0 Analyze Alternatives — Airport Performance The Proposed Project and Alternatives A, B and C will be analyzed and evaluated with respect to their ability to accommodate the projected operations in the year 2030. The purpose is to identify if any of the alternatives pose stressful conditions on airfield and terminal (gate) operations. This task will evaluate airfield capacity, gate capacity, terminal capacity for international passengers and issues related to potential new passenger aircraft types. 3.1 Airfield Capacity Analysis This analysis will be based on the recent runway capacity analysis performed by AECOM in 2012. The 2012 runway capacity analysis will be revisited and 7 APPENDIX 1 PagR6' of�2 Attachment C SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services Project No. 280 -280- 1900- P312 -C refreshed, including consideration of capacity benchmarks determined by FAA for JWA, and documented in a technical report. The analysis will focus on identifying the hourly IFR capacity of the main runway to accommodate air carrier operations as this would be the most limiting condition. The assessment will consider the use of the runway by general aviation aircraft to ascertain the relationship of runway demand versus capacity and if runway capacity is exceeded. This will involve comparison of the daily operating profiles with available runway capacity. VFR conditions (in which the shorter runway is utilized) will be assessed but to a lesser level of detail. The forecast of general aviation operations will be reviewed in greater detail to identify general aviation operations during IFR. The analysis will include coordination with the FAA Air Traffic Control Tower and observations of operations on a typical day to identify limitations posed by taxiway queuing. The capacity of the RON apron and maneuvering of aircraft to the gate will be analyzed to define peak period air carrier departures and "reloading" of terminal gates. The apron and taxiway system will be assessed based on similar "handbook" techniques and observations during the peak hour (arrival and departure peaks) at the airport from the FAA Air Traffic Control Tower or other viewing locations. Existing taxi and apron operations will be reviewed in light of future traffic of the alternatives. The assessment of the apron/taxiway system will include the "reloading' of terminal gates from the RON apron. While a computer simulation is not proposed at this time, if it is concluded that such an analysis is needed AECOM would subcontract with an airport simulation expert. AECOM would manage a simulation consultant if needed as an additional (time and materials) service. 3.2 Gate Capacity and Utilization The existing gates will be assessed as to their ability to accommodate the demand (forecast passengers) associated with each alternative. The assessment will be manual in nature (as opposed to simulation modeling) based on analytic testing methods and industry references. One approach will be to develop gate utilization charts that depict the occupancy of each gate by aircraft throughout the day. It is assumed that ramp charts to be provided by JWA Operations will form the basis of the analysis. The existing gate schedule will serve as the basis for a "ramp chart" analysis and flights will be added to correspond to the daily operating profiles for the respective alternatives APPENDIX 1 Page 4Y oA2 Attachment C SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services Project No. 280 -280- 1900- P312 -C and time periods. This will show the use of gates throughout the day and time periods when gates are unused. In this manner, the gates can be tested against the future "gate schedules" for the proposed project and alternatives and it can be readily determined if a deficiency of gates (if any) will result. Another approach to assess gate activity and utilization will be performed by determining the average number of passengers per gate. The ratio of passengers per gate will be compared to historical utilizations at JWA (prior to opening of Terminal C) as an initial test of "gate loads" and ability to handle forecast passengers. The ratio will also be compared to industry guidelines for gate utilization and level of service. Another ratio of gate utilization to be considered will be the average number of departures per gate. These will be assessed on the average daily departures per gate which can be compared against historical trends at JWA and other airports. 3.3 Terminal Capacity for International Passengers The existing facilities serving international passenger processing will be described in terms of size, design capacity and present passenger loads. The existing gates and facilities will be assessed as to their ability to accommodate the demand levels associated with the Proposed Project and Alternatives A, B and C. 3.4 Potential New Aircraft Types The purpose of this task is to identify issues associated with potential new aircraft types that might serve JWA during the planning period. Aircraft type in this context relates to a change in the design aircraft (increase in Airplane Design Group) depicted on the Airport Layout Plan. This involves review the existing airport layout to identify potential issues /constraints in terms of geometry, design standards, pavement strength, and operations including ground maneuvering and jet blast. This would also include input from the Air Traffic Control Tower to understand potential impacts on ATC operations and procedures. This task will include review of recent reports /studies prepared by others. Potential impacts of new aircraft types on the terminal will be identified and will focus on the gate /apron area, and hold rooms. Task 4.0 Prepare Aviation Analysis Technical Report The deliverable will be a technical report thoroughly documenting the description of existing conditions, background, methodologies and results of the forecasting work, and assessment of alternatives. A draft technical report will be prepared. After review of the aviation analysis technical report by the County, necessary revisions will be made to the draft report for acceptance. The final aviation technical report will be prepared after 0 APPENDIX 1 Attachment C SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services Project No. 280 -280- 1900- P312 -C acceptance of the analysis for use in the Settlement Agreement Amendment EIR. Budget estimates assume the County will provide all printing of all draft and final technical reports. An electronic file of the technical report will be submitted (MS Word and PDF). Task 5.0 EIR Support This task covers general coordination with the EIR team including review of draft FIR chapters and aviation analysis materials summarized by the EIR consultant. Task 6.0 Meetings (EIR Team) This task covers the attendance of all meetings by AE staff for this project, including meetings with the EIR team and County staff (excluding coordination meetings between AECOM and other consultants on the planning team). For costing purposes the following number of meetings is assumed: 1. EIR internal team meetings — 13 2. County coordination — 2 (specific coordination related to aviation analysis) Task 7.0 Public Meetings This task covers the attendance of public meetings by AE staff for this project. For costing purposes the following number of meetings is assumed: 1. Planning Commission — 1 2. Board of Supervisors - 2 This task covers the attendance of meetings and preparation of topical information that may be required for presentations. It is assumed that the County or others will be responsible for the preparation/production of presentations and presentation materials. Task 8.0 Project Administration This task involves the overall coordination of the project with the AECOM Project Manager and County. It includes monitoring overall project performance, infra -team project management, and quality control. OTHER SERVICES - TIME AND MATERIALS Task 9.0 Response to Comments on Draft EIR This task involves preparation of responses to comments received on the Draft EIR that are related to the aviation analysis. An estimated budget has been established for this task, with work to be performed on a Time and Materials basis. If additional work is 10 APPENDIX Pagl ot� Attachment C SCOPE OF SERVICES AECOM Architect - Engineer (A -E) Aviation Analysis Services Project No. 280 -280- 1900- P312 -C required due to the volume or complexity of the comments, it will also be done on a time and materials basis. Task 10.0 Coordination/Management of Airfield Simulation If it is necessary to perform a computer simulation of airport/airspace operations, it is assumed that the County will retain a qualified airport simulation consultant through a separate contract. This task covers the coordination/management of the simulation on behalf of the County including providing relevant information from the aviation analysis and EIR for use in simulation analysis, and facilitating the provision of other information that may be useful to the simulation consultant. An estimated budget has been established for this task, with work to be performed on a Time and Materials basis. If additional work is required, it will also be done on a time and materials basis. Task 11.0 Project Contingencies We expect that the project could require coordination with the County and EIR team members on issues that arise but are not specifically included or anticipated in the task descriptions of this scope of work. We have proposed a budget allowance to cover such contingencies, with the associated costs for the task billed on a time and materials basis. The use of this budget would be at the discretion of the County. If additional work is required, it will also be done on a time and materials basis. 11 APPENDIX Page 2 Attachment C APPENDIX 2 FEE SCHEDULE AECOM This appendix describes the fee structure for the Scope of Services described in Appendix 1 of this Agreement. Most tasks within this agreement are allocated on a lump sum basis. However, some tasks are identified as time and materials with a not -to- exceed amount. A/E hourly billing rates, which will be used for the time and materials tasks, are provided below. If change orders are proposed for any task, the hourly rates will be used for estimating the change order cost. JOHN WAYNE AIRPORT PROPOSED SETTLEMENT AGREEMENT AMENDMENT EIR - AVIATION ANALYSIS COST ESTIMATE - AECOM 1 - Describe Existing Aviation Conditions I $ 8,500 2 - Analyze Proposed Project Alternatives - Forecasts for EIR Impact Analyses I $ 46,935 3 - Analyze Proposed Project Alternatives - Airport Performance 1 $ 27,820 4 - Prepare Aviation Analysis Technical Report I $ 16,430 5 - EIR Support I $ 4,360 6 - Meetings (EIR Team) I $ 19,875 7 - Public Meetings I $ 7,160 8 - Project Administration 1 $ 12,740 9 - Response to Comments on Draft EIR I $ 9,780 10 - Coordination /Management of Airfield Simulation 1 $ 5,700 11 -Contingency rr r Time and Materials Tasks Total $ 21,180 ect Totals $ 1s5,000 appear (Hourly Rates Attachment C AECOM Billing Rates (as of 1/1/2013) Page 2 =, IX 2 Page o Hourly Rate Project Principal $260 Technical Advisor $250 Proj. Mgr. Lead Analyst $142.50 Airport Planner $110 Terminal Planner $170 Airport Engineer $170 CAD Technician $85 Clerical/ Administrative $75 Page 2 =, IX 2 Page o Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D JOHN WAYNE AIRPORT AGREEMENT FOR NOISE ANALYSIS SERVICES PROJECT: NOISE ANALYSIS SERVICES FOR JWA PROPOSED SETTLEMENT AGREEMENT AMENDMENT ENVIRONMENTAL IMPACT REPORT PROJECT NO: 280- 280 -1900- P312 -D THIS AGREEMENT (the "Agreement "), is made and entered into on the day of 2013, between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "COUNTY" or "JWA," and LANDRUM AND BROWN, hereinafter referred to as the "Architect- Engineer or "AE." This Agreement will be administered by the Director of John Wayne Airport or his designee, herein after referred to as ( "JWA "). WITNESSETH: AE is a firm which is duly licensed and registered under the law of the State of California to provide architectural and engineering services. IT IS MUTUALLY AGREED between the parties hereto that: 1. TERM OF AGREEMENT The "Term" of this Agreement shall commence on execution. The AE shall not commence services under this Agreement until it has obtained all insurance required under this Agreement and such insurance has been approved by COUNTY. This Agreement shall expire three years from execution, at 11:59 p.m., unless such Term is extended, terminated or otherwise modified as provided in this Agreement.. 2. AE SCOPE OF SERVICES The AE shall perform in a competent and professional manner, and shall prepare a noise analysis and technical report suitable for inclusion in an Environmental Impact Report, including those tasks and duties set forth in the attached "Scope of Services" for Project No. 280 - 280 -1900- P312 -D, ( "Project ") which is incorporated into this Agreement as Appendix 1. 3. OWNERSHIP OF DOCUMENTS All reports, documents and related data, and other AE work or materials furnished hereunder shall be and remain the property of COUNTY, and may be used by COUNTY 1 Pag.4 3 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES '415 '% JI'I PROJECT NO. 280-280-1900- P312 -D as it may require without limitation, without any additional cost to COUNTY. However, AE does not accept responsibility for COUNTY's use of AE's work under this Agreement for other projects. AE will provide all such work and materials to COUNTY upon request. 4. DATA ANALYSIS AND COORDINATION AE shall be responsible for the coordination of all data and analysis work as required in the Scope of Services. If the work has been performed by others on behalf of AE, AE accepts full responsibility for that work, as fully as if the work had been performed by the AE itself. AE shall be responsible for the completeness and accuracy of modeling and analysis results and reports that are required under this Agreement, for their compliance with all applicable codes, ordinances, regulations, laws and statutes. Upon completion of Deliverables, as determined by the COUNTY, AE shall upload each of the Deliverables into Unifier or as otherwise directed by COUNTY. 5. REVIEW OF PROJECT DOCUMENTS AND EXISTING CONDITIONS BY AE AE represents and agrees that it will review and become fully informed as to the state of any existing studies for work tasked through this Agreement and, if necessary, that AE will visit the job site and examine the actual site conditions and limitations, and that AE will obtain information sufficient to allow it to proceed with the Scope of Services. AE is and will be relying strictly and solely upon its own such review and examinations and the advice and counsel of its agents and officers. AE shall advise COUNTY of any need for securing any tests, analyses, studies, reports, or consultant services in connection with assigned work and the management thereof. Except as expressly set forth in this Agreement, COUNTY is not making and has not made any warranty or representation with respect to site conditions or limitations. 6. TIME FOR PERFORMANCE AE shall complete Scope of Services according to the following chedule: JWA Proposed Settlement Agreement Amendment EIR Schedule Due no later than: 11/1/13: AE submits Draft Technical Study to COUNTY 11/27/13: COUNTY completes review of Draft Technical Study and returns comments to AE 12/13/13: AE submits revised Technical Study to COUNTY 1/20/14: EIR AE submits Screencheck EIR to COUNTY 2/7/14: COUNTY returns Screencheck EIR comments to EIR AE 2 Patt, 4,8 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D 2/21/14: FIR AE incorporates revisions and produces Draft FIR for public review 4/28/14: AE prepares responses to comments and submits to COUNTY 5/12/14: COUNTY reviews responses to comments and returns revisions to AE 5/19/14: EIR AE completes edits to responses to comments and submits Final Draft EIR and Mitigation Monitoring and Reporting Program (MMRP) to COUNTY for review 5/23/14: COUNTY reviews Final DEIR, MMRP and returns comments to AE 5/27/14: AE submits Final Draft EIR package to COUNTY 7. COORDINATION OF DOCUMENTS AE shall be responsible for the coordination of all documents, drawings or reports relating to AE's Scope of Services, regardless of whether such documents, drawings or reports are prepared or performed by AE, by AE's subcontractors, or by others under this Agreement.. 8. CONFIDENTIALITY A. All analysis, forecasts, reports, documents, ideas, memoranda, specifications, plans, procedures, drawings, descriptions, and all written or other information submitted to AE in connection with the performance of this Agreement shalt be held confidential by AE and /or anyone acting under the supervision of AE and shall not, without the prior written consent of COUNTY, be used for any purposes other than the performance of the PROJECTS /SERVICES described in Appendix 1, nor be disclosed to any person, partnership, company, corporation or agency, not connected with the performance of the PROJECTS /SERVICES. B. Nothing furnished to AE which is generally known among counties in Southern California shall be deemed confidential. C. AE and/or anyone acting under the supervision of AE shall not use COUNTY name or insignia, photographs of the work, or any other information, slides, or publicity pertaining to the work in any presentation, magazine, trade paper, newspaper, or other medium without the express written consent of COUNTY. 9. PUBLICATION A. No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Agreement, are to be released by AE and/or anyone acting under the supervision of AE to any person, partnership, company, corporation, or agency, without prior written approval by the COUNTY, except as necessary for the performance of the services of this Agreement. All press contacts, including graphic display information to be published in presentations, newspapers, 3 Page, T Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES 14_ kI ]:iIlu/_VID7'l:TSIVJI�I PROJECT NO. 280-280-1900- P312 -D magazines, etc., are to be administered only after COUNTY approval. B. The AE agrees that it will not issue any news releases or make any contact with the media in connection with either the award of this Agreement or any subsequent amendment of, or effort under this Agreement. AE must first obtain review and approval of said media contact from the COUNTY through the COUNTY'S Project Manager. Any requests for interviews or information received by the media should be referred directly to the COUNTY. AE's are not authorized to serve as media spokespersons for COUNTY projects without first obtaining permission from the COUNTY Project Manager. 10. COUNTY'S RIGHTS CUMULATIVE COUNTY's rights under this Agreement shall be cumulative and in addition to, and not in limitation of, any and all other legal or equitable rights or remedies which may be available to the COUNTY under law. 11. COMPENSATION FOR SERVICES A. Lump Sum Tasks COUNTY shall pay Lump Sum items based on the acceptable completion of each lump sum task. Partial payment will be made based on COUNTY approved percentage of completed tasks. B. Maximum Not -To- Exceed Compensation and Reimbursable Expenses COUNTY shall pay to AE for performance of this Agreement as specified in Appendix 2 in an amount not -to- exceed $191,220, for A -E's approved work in accordance with the Scope of Services. AE shall only be entitled to payment for work as directed by COUNTY and completed by AE within its Scope of Services as set forth in Appendix 1. In no event shall AE be entitled to compensation and reimbursement that would result in the total payment by the COUNTY under this Agreement exceeding $191,220 unless change order(s) or amendment(s) to this agreement have been approved by COUNTY, pursuant to Section 14, Changes in Scope of Services. In the event the AE would be entitled to additional compensation except for the limitation of the not -to- exceed amount stated in this section as may be amended, AE shall not be obligated to perform additional services until a change in compensation is approved by COUNTY increasing the not -to- exceed amount. C. Rates for A -E's Personnel COUNTY agrees to compensate AE for services performed by its personnel based on the hourly rates set forth in Appendix 2 for each Job Classification. The hourly rate 0 :% Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D for each job classification represents the maximum rate for that job classification. These hourly rates will be used for all Time and Materials work tasks performed under this Agreement. However, the COUNTY reserves the right to negotiate with AE a lower rate for any given job classification based on the qualifications of the candidate being considered for that job classification. D. Labor Cost Projections and Cost Control AE shall exercise diligent effort to maintain best management practices control of the productivity of its personnel in performance of their tasks within the Scope of Services, and report to JWA in a timely fashion any conditions, unusual circumstances, or elements that may impact or be cause for change AE's Scope of Services or cost. On a quarterly basis, or more frequently as COUNTY may consider appropriate, AE shall submit to JWA its personnel's labor hours and costs expenditures for the previous quarter and projections for the coming quarter, and shall report potential variances, if any, in expenditures and productivity which may result in the exhaustion of funds in the Agreement prior to its term expiration. AE shall promptly submit a request for change order or amendment for JWA's review if AE becomes aware of conditions or circumstances that may warrant a change in Scope of Services, or which may cause labor productivity and/or expenditures to vary measurably. E. Reimbursable Expenses Reproduction expenses incurred by AE for AE's own in -house reproduction will not be reimbursed by COUNTY. No reproduction or other expenses will be reimbursed by COUNTY without prior written authorization. The AE's invoice shall not include, or be given any consideration for, any items deemed by the COUNTY as overhead expenses. AE expenses beyond the schedule of fees will not be considered. This includes, but is not limited to, travel, mileage or other expenses deemed by the COUNTY as overhead. The cost for the work and reimbursable expenses will be billed in accordance with Appendix 2, by AE to COUNTY monthly in proportion to the work completed and to the extent that outside consultants, subcontractors, and approved direct project expenses are allowed, as approved in writing by JWA. Other reimbursable expenses that may be required are subject to prior written approval by JWA. F. Request for Payment Services under this Agreement shall be billed every month using JWA's "Request for Payment" form provided by JWA and/or other electronic format of "Request for Payment" approved and made available by JWA, via Oracle Primavera Unifier (Unifier). Approved and authorized reimbursable expenses shall be included in the Request for Payment. AE will not be entitled to any mark -up on reimbursable expenses. AE will not be entitled to reimbursement for any expense incurred in E Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D performance of this Agreement or in connection with the Scope of Services that is not specified in Appendix 1. AE shall submit the invoice as a record into the Unifier Project Document Management System with the following documents attached as electronic backup. Payment documentation shall include customary information including, but not limited to: 1) Signed invoice cover sheet 2) For Time and Materials work, timesheets shall include; employee name, hours worked, Service dates for hourly fee services certified by AE's Project Manager or authorized designee, and 3) Up -to -date running account of task hours and cost for the project. 4) Authorization letters and receipts for approved Reimbursable Expenses. 5) Progress Report: Each activity of AE and staff must be defined by their job title and description of work completed. 6) List of employees who worked on the Scope of Services during the month covered by the Request for Payment, including their names, job titles, hourly rates, and assignments. COUNTY will pay AE a fee on an hourly rate basis subject to the respective not -to- exceed limits for services performed based on the hourly rates set forth. Fees for Architect- Engineer Services shall be in accord with the hourly rates set forth in Appendix 2 except as provided in Section 14, Changes in Scope of Services. COUNTY will not pay hourly labor charges, fees, or test charges without back -up documentation. AE is responsible for submitting invoicing in a format that is acceptable to JWA Accounting. In the event that AE anticipates the cost for Architect- Engineer Services in excess of the authorized amounts, the COUNTY shall be notified immediately in writing. COUNTY shall not be required to pay for Architect- Engineer Services in excess of these amounts unless the COUNTY otherwise agrees by Change Order. Requests for payment should be submitted to JWA no later than 15 days following the period in which the services were performed. Requests for Payment must be approved by COUNTY Auditor before payment may be made 0 I&M. Will Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D 12. AVAILABILITY OF FUNDS Each payment or obligation of COUNTY is contingent upon the availability of local, state, or federal government funds which are appropriated or allocated for the payment of such an obligation. If the funds are not allocated and available for the continuance of the services performed, then this Agreement may be terminated or suspended by COUNTY at its convenience. COUNTY shall notify AE promptly of any product or service that will be affected by a shortage of funds. No penalty shall accrue to COUNTY in the event this provision is exercised, and COUNTY shall not be obligated or liable for any future payments due or for any damages as a result of suspension or termination under this paragraph. 13. RIGHT TO OFFSET COUNTY, without waiver or limitation of any of its right or remedies, shall be entitled from time to time to deduct from any amounts due or owing by COUNTY to AE in connection with this Agreement, any and all amounts owed by AE to COUNTY in connection with this Agreement. COUNTY will provide AE with written notice of amounts withheld. 14. CHANGES IN SCOPE OF SERVICES If changes to the Scope of Services cause an increase in costs and/or time, compensation shall be based on hourly rates as set forth in Appendix 2, "Fee Schedule." If COUNTY desires a change in the Scope of Services, a written order bearing the heading "Change Order" shall be issued by COUNTY. The written Change Order shall set forth in reasonable detail the nature of the change. Within ten days of receipt of such Change Order, the AE shall present to COUNTY a detailed request for change in compensation and /or a change in the schedule of performance from that set forth in this Agreement, if any. Upon receipt, COUNTY may reject AE's request for change in compensation and/or change in the schedule of performance, negotiate a revision of the requested change in compensation and/or change in schedule, or may approve such change request as requested by the AE. COUNTY may also, by written direction, direct AE to perform the work required by the Change Order and submit any requested change in compensation and/or change in schedule to later resolution by the parties. When a Change Order has been issued, the AE shall expeditiously proceed to implement the Change Order. If AE believes that a change in the Scope of Services is appropriate, it shall submit a written request to the COUNTY to issue a Change Order and/or seek approval from COUNTY of such Change Order. Such a request for Change Order shall include the proposed change in the Scope of Services and/or the proposed increase in services, as well as any proposed change in compensation and/or schedule associated with such Change Order. COUNTY may utilize the same options in response to such a request for a 7 IN Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D Change Order as stated hereinabove. All changes to the Scope of Services shall be approved in accordance with the current version of the COUNTY's Contract Policy Manual. If changes to the Scope of Services cause an increase in compensation, such increase in compensation shall be based on the terms of this Agreement. 15. RIGHT OF AUDIT & RECORDS Pursuant to and in accordance with Section 8546.7 of the California Government Code, in the event that this Agreement involves expenditures of public funds aggregating in excess of Ten Thousand Dollars ($10,000), the parties shall be subject to examination and audit by the California State Auditor for a period of three (3) years after final payment under this Agreement. AE's records shall upon reasonable notice be open to inspection and subject to audit and/or reproduction during normal business working hours. COUNTY's representatives or agents shall have reasonable access to AE's facilities, shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement and shall be provided adequate and appropriate workspace, including use of a copier, in order to conduct audits in compliance with this section. The COUNTY or its designee may conduct such audits or inspections throughout the term of this Agreement and for a period of four (4) years after final payment or longer if required by law. COUNTY representatives or agents may (without limitation) conduct verifications such as verifying information and amounts through interviews and written confirmations with AE employees, field and agency labor, subcontractors, and vendors. AE's records shall include any and all information, materials, data of every kind and character, including without limitation, records, books, papers, documents, notes, receipts, vouchers, drawings, and any and all other agreements, sources of information and matters that may in COUNTY'S judgment have any bearing on or pertain to any matters, rights, duties, or obligations under or covered by any contract document. Such records shall include hard copy, as well as computer readable data, written policies and procedures, accounting records of time and expenditures, time sheets, payroll registers, payroll records, cancelled payroll checks, subcontract files, change order files, back charge logs, invoices, and any other AE records which may have a bearing on matters of interest to the COUNTY in connection with the AE's dealings with the COUNTY to the extent necessary to adequately permit an evaluation and verification of any or all of the following: (1) compliance with Agreement requirements; (2) compliance with COUNTY business ethics /conflict of interest expectations; (3) compliance with Agreement provisions regarding the pricing of change orders; (4) accuracy of AE representations regarding pricing of invoices; (6) accuracy of AE representations related to claims submitted by AE or any AE payees. E PagVlfe Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D AE represents and agrees that failure by AE to maintain such records in compliance with this section precludes AE from maintaining any request or claim for compensation from or against COUNTY for any time periods for which such records were not kept, and constitutes a waiver by AE of any such claim(s) against County for such time period(s). AE shall also include a clause in its agreements with subcontractors, and shall require subcontractors to include a clause in its agreements with sub - subcontractors which reserves the right for a COUNTY representative to audit any cost, payment or settlement resulting from any items set forth in this agreement, during the performance of this agreement and for a period of not less than three years after final payment is made or until all disputes, appeals, litigation or claims arising from this agreement have been resolved, whichever is later. This clause shall also require subcontractors to retain all necessary records for a period of not less than three years after final payment is made or until all disputes, appeals, litigation or claims arising from this agreement have been resolved, whichever is later. If an audit or examination in accordance with this section discloses overpricing or overcharges (of any nature) by the AE to the COUNTY in excess of one percent (1 %) of the total contract billings, in addition to making adjustments for the overcharges, the AE shall reimburse the reasonable actual cost of the COUNTY's audit to the COUNTY. Any adjustments and/or payments which must be made as a result of such audit or examination shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of COUNTY's findings to AE. Notwithstanding this requirement, the COUNTY may exercise its right to offset, as described in Section 13 of the Agreement, for collection of any reimbursements due to the COUNTY as provided for in this section. 16. TERMINATION FOR CONVENIENCE Notwithstanding any other provision of this Agreement, COUNTY may, at any time, and without cause, terminate this Agreement in whole or in part, upon written notice to AE. Such termination shall be effected by delivery to AE of a notice of termination specifying the effective date of the termination and the extent of the work to be terminated. In the event of such termination, COUNTY shall pay AE amounts owing to it for the work completed prior to the effective date of the termination. Such payment shall be AE's sole remedy against COUNTY. Under no circumstances will AE be entitled to anticipatory or unearned profits, consequential or special damages, or other damages as a result of a termination or partial termination of this Agreement. 17. TERMINATION FOR DEFAULT Notwithstanding any other provision of this Agreement, if AE fails to perform any of its obligations under this Agreement, COUNTY may, without prejudice to any other rights or remedies it may have; cause further payment to be held in abeyance, and/or may 0 Pagp pfy Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D terminate this Agreement by giving written notice to AE specifying the date of termination. In the event of such termination, COUNTY shall pay AE for the portion of services performed up to the date of termination, including approved reimbursable expenses incurred up to that time, less any sums as may be withheld by COUNTY in its sole discretion to cover all costs, claims, damages or losses incurred by COUNTY or likely to be incurred as a result of or in connection with AE's failure to perform. Such payment shall be AE's sole remedy against COUNTY. The COUNTY may set off against and deduct from any amounts payable to AE all damages suffered by COUNTY due to any such default and failure to perform by AE. If COUNTY has, as of the date of the termination of this Agreement, already paid AE an amount which exceeds the amount which may be due to AE, AE shall refund to COUNTY the excess amount promptly after notice from COUNTY. Under no circumstances will AE be entitled to anticipatory or unearned profits or special damages as a result of a termination of this Agreement. In the event COUNTY does not insist upon strict performance by AE, or waives one or more of AE's defaults, such event(s) shall not be deemed or construed as a waiver or a relinquishment to any extent of any right of COUNTY to insist on strict performance or to assert a default on any future occasion, nor will such be deemed to amend or modify the terms of this Agreement. Nothing in this paragraph shall be construed or deemed to be a waiver of any remedy in law or in equity that COUNTY may have. 18. OBLIGATIONS UPON TERMINATION In the event of termination for convenience or for default, the AE shall immediately stop work in accordance with the notice and comply with any other direction as may be specified in the notice or as subsequently provided by COUNTY. AE shall insert in any contract with a subcontractor that the subcontractor shall stop work on the date of and to the extent specified in a notice of termination, and shall require all subcontractors at any tier to insert the same in any lower tier contracts. Upon termination, AE shall turn over to COUNTY all finished and unfinished reports, drawings, maps, data and architectural or engineering work or materials of any kind or quality prepared or generated in connection with the work under this Agreement, including providing copies on computer disks or other applicable media of all such work or materials that were prepared in electronic or digital form. In addition, upon termination, AE shall immediately advise COUNTY of all outstanding agreements, subcontracts, rental agreements, and purchase orders which AE has with others pertaining to performance of the work, and shall furnish COUNTY with complete copies thereof upon request by COUNTY, AE shall assign to COUNTY, in form and content satisfactory to COUNTY, AE's title to materials and equipment for the work and 10 PagefIf Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D all its interest in any agreements, subcontracts, rental agreements, and purchase orders designated by COUNTY. AE shall include provisions in all of its subcontracts, rental agreements, purchase orders, and other agreements related to its work under this Agreement providing that its rights thereunder may be assigned to COUNTY and that in the event of such assignment, the other contracting party agrees to be bound to the COUNTY, and shall require all subcontractors at any tier to insert the same in any lower tier contracts. 19. SUSPENSION OF WORK A. COUNTY'S Options COUNTY may at any time by written notice to AE suspend further performance of all or any portion of the work by AE. The notice of suspension shall specify the date of suspension and the estimated duration of the suspension. Upon receiving any such notice of suspension, AE shall promptly suspend further performance of the work to the extent specified, and during the period of such suspension shall properly care for and protect all work in progress and information, materials, supplies, and equipment AE has on hand for performance of the work. Upon the request of COUNTY, AE shall promptly deliver to COUNTY copies of outstanding purchase orders, agreements, and subcontracts of AE for materials, equipment, and services for the work, and shall take such action relative to such purchase orders, agreements, and subcontracts as may be directed by COUNTY. COUNTY may at any time withdraw the suspension of performance of the work as to all or part of the suspended work by written, verbal, or facsimile notice to AE specifying the effective date and scope of withdrawal, and AE shall resume diligent performance of the work for which the suspension is withdrawn on the specified effective date of withdrawal. County recognizes that there may be additional cost associated with the suspension and later resumption of work. AE and County will negotiate a mutually agreeable payment to AE to offset such cost. B. No Agreement Modification No suspension or withdrawal of suspension shall entitle AE to any prospective profits or other losses or damages of any kind resulting from such suspension or withdrawal of suspension. Furthermore, no damages, compensation, or claims shall be payable or owing by COUNTY to AE for any inconvenience, interruption or cessation of AE's business, or loss of income arising from any suspension or withdrawal of suspension. 20. LICENSES AND CERTIFICATES AE and each of its subcontractors at any tier, if any, shall maintain in full force and effect 11 Peg It 48 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D at all times during the term of this Agreement such licenses, registrations or permits as may be required by the State of California or any other local, regional, county, state or federal governmental entities. AE and its subcontractors at any tier, if any, shall strictly adhere to, and obey, all applicable laws, ordinances, rules, and regulations of any kind now in effect or as subsequently enacted or modified, as promulgated by any local, regional, county, state, or federal governmental entities. 21. RESPONSIBILITY FOR DAMAGES OR INJURY COUNTY and its officers and employees shall not be answerable or accountable in any manner for any loss or damages that may happen to the work or any part thereof, for any loss or damage to any of the materials or other things used or employed in performing the work; for injury to or death of any person, either workers or the public; or for damage to property from any cause which might have been prevented by AE, its subcontractors at any tier, or any of their workers, agents or anyone employed or otherwise retained by them or for which they may be deemed responsible. 22. INDEMNITY To the fullest extent permitted by law, the AE shall defend, indemnify, and hold harmless the COUNTY, its officers and employees from and against any and all claims, lawsuits, orders, judgments, damages, penalties, fines, costs, liabilities, losses or actions of every kind and description arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the AE. In the event an indemnitee is named as a defendant in any such lawsuit, the AE shall, at the request of the COUNTY, represent the indemnitee with qualified counsel approved in writing by the COUNTY. AE's indemnity obligation shall not apply in the event of any loss, damage, or expense arising from the sole and /or active negligence or willful misconduct of the COUNTY or its agents, servants or independent contractors. If judgment is entered against AE and the COUNTY by a court of competent jurisdiction because of the concurrent negligence of the COUNTY, its officers and employees, and the AE, then the AE and the COUNTY agree that such liability will be apportioned as determined by the trier of fact. Nothing in this Agreement shall be construed as authorizing any award of attorney's fees in any action on, or to enforce, the terms of this Agreement. The rights and obligations set forth in this paragraph shall survive the termination or completion of this Agreement. 23. ERRORS AND OMISSIONS In the event of negligent errors or omissions of AE in performance of the work which result in expense to COUNTY greater than would have resulted if there were not errors or omissions in the work accomplished by AE, any additional design, construction and/or restoration expense, and any other losses or damages incurred by County as a result thereof shall be borne by AE. The COUNTY's making of payment under this Agreement, 12 Pagt� f ),8 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D including final payment, shall not be deemed or construed as acceptance by COUNTY of any defective work or any errors or omissions by the AE. 24. DELAY A. Excuse If AE is delayed in performing any obligation under this Agreement by acts of civil or military authority, fires, floods, or earthquakes beyond the reasonable control of AE; such delay shall be excused and the period of such delay shall be added to the time for performance of the obligation delayed. B. Obligations In the event any delay due to the foregoing causes or events set forth in this paragraph occurs or is anticipated, AE shall promptly notify the COUNTY in writing of such delay or anticipated delay and the cause and estimated duration of such delay. In the event of any delay, whether such delay is excused or not, AE shall exercise due diligence to shorten and avoid the delay and shall keep the COUNTY advised as to the continuance of the delay and steps taken to shorten or terminate the delay, and any costs associated therewith. C. Partial Failure of Performance Partial failure of performance due to any delay shall not terminate the Agreement or excuse a failure by AE to resume performance of its obligations hereunder as promptly as possible upon termination of delay. D. Recovery Plan Immediately upon learning of any event that may lead to a delay in the progress of the Scope of Services, AE shall prepare a plan for recovery to the original Project Schedule, including any associated costs, impacts or related effects thereof. Upon receipt of such plan, COUNTY may direct AE to execute the plan described, or a modification thereof. 25. AE PERSONNEL A. Assigning and Assigned Personnel The key employees of AE and its subcontractors for this Project shall not be intentionally reassigned or removed from the Project without prior written consent of COUNTY. COUNTY shall be notified immediately of voluntary departure(s) of any key employees of AE and its subcontractors. AE shall not bill the COUNTY for the 13 Page,21t Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D work of any personnel on the Project, whether or not considered to be key personnel, without COUNTY's prior written approval of the candidate by name and the candidate's specific hourly billing rate. AE will furnish the necessary personnel to complete the work on a timely basis in accordance with the Project Design Schedule. Upon request by COUNTY, AE shall submit a staff authorization request for proposed personnel and for a given job classification, upon which COUNTY will render a decision on whether the proposed personnel meets the qualifications sought under the Agreement. AE shall not be entitled to compensation for personnel who are removed from the project or the individuals who replace them without the written consent of JWA. B. Removal of Personnel at COUNTY's Discretion COUNTY may, at its sole discretion, require AE to remove any of its personnel and its subcontractors assigned to the performance of the Scope of Services. AE shall remove such person(s) and subcontractor(s) promptly after request from JWA. The AE shall make its best efforts to replace any person or subcontractor so removed within seven (7) days with a person or subcontractor of like qualifications acceptable to COUNTY. Alterations to AE's staff at COUNTY's or JWA's request do not constitute changes to the SCOPE OF SERVICES. C. Compliance with Employment Laws AE shall be solely responsible for complying with all laws pertaining to the employment of all of AE's personnel, including but not limited to, compliance with all applicable laws and regulations concerning workers' compensation, social security, unemployment insurance, hours of labor, services, working conditions, equality in employment, and like subjects affecting employers engaged in public projects as such. D. Qualifications /Licensing AE represents that all personnel and subcontractor(s) provided under this Agreement are fully qualified for the offices or positions to which they are assigned, and that they meet or exceed the qualifications for their positions. AE and each of its subcontractors at any tier, if any, shall maintain in full force and effect at all times during the tern of this Agreement such licenses, registrations or permits as may be required by the State of California or any other local, regional, County, State or Federal governmental entities. AE shall promptly inform COUNTY of any lapse of license, investigation, or disciplinary action against AE, its employees, or its subcontractors on this project. E. Subcontractors The retention of any subcontractor by the AE shall be approved in writing by the COUNTY. AE shall submit the proposed subcontractor's contract to COUNTY for its 14 PageA4,9f 4,8 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D review upon request. AE shall ensure that the contract for each of its subcontractors providing services on this Project contain the requirements set forth in the following paragraphs of this contract: Accounting Records /Audit; Nondiscrimination; and County of Orange Child Support Enforcement. COUNTY may, at its sole discretion require AE to remove from the Project any of its subcontractors assigned to the performance of the Scope of Services. The AE shall remain responsible to the COUNTY for any and all services and obligations required under this Agreement, whether performed by AE or its subcontractors. AE shall pay each subcontractor in the time periods required by law. Any subcontractors employed by AE shall be independent contractors and not agents of the COUNTY. AE shall insure that its subcontractors satisfy all substantive requirements for the work set forth by this Agreement, including insurance and indemnification. 26. EMPLOYMENT ELIGIBILITY VERIFICATION The AE warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Agreement meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The AE shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. AE shall retain all such documentation for all covered employees for the period prescribed by the law. The AE shall indemnify, defend with counsel approved in writing by COUNTY, and hold harmless, the COUNTY, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the AE or the COUNTY or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. 27. ASSIGNMENT AE shall not assign any right, nor delegate any duty, under this Agreement, or any portion thereof, without the written consent of COUNTY, first had and obtained. Any attempted assignment or delegation without COUNTY's prior written consent shall be void. 28. SOLE AND ONLY AGREEMENT This Agreement constitutes the sole and only agreement between the parties hereto with respect to the services herein described, and correctly sets forth the obligations of each party. Any representations or agreements not specifically contained herein are null and void. Any amendments hereto shall be made in writing, effective only when signed by 15 El all Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES 1A\►15 ]:i01u '% 'N PROJECT NO. 280-280-1900- P312 -D both parties. 29. NO WAIVER BY COUNTY In the event the COUNTY does not insist upon strict performance by AE or does not exercise a right or option herein conferred, such event shall not be deemed or constructed as a waiver or a relinquishment to any extent of any right of COUNTY to insist on strict performance or to assert or rely upon any such terms, rights or options on any future occasion. 30. INSURANCE Prior to the provision of services under this contract, the AE agrees to purchase all required insurance at AE's expense and to deposit with COUNTY Certificates of Insurance, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this Agreement have been complied with and to keep such insurance coverage and the certificates therefore on deposit with COUNTY during the entire term of this contract. COUNTY reserves the right to request the declarations page showing all endorsements and a certified copy of the policy. In addition, all subcontractors performing work on behalf of AE pursuant to this Agreement shall obtain insurance subject to the same terms and conditions as set forth herein for AE. However for subcontractors the Professional Liability is applicable to licensed professionals only and the $1,000,000 Auto Liability limit applies if access is granted to the airfield. . All other vehicles must carry a minimum limit of $1,000,000. All self - insured retentions (SIRS) or deductibles shall be clearly stated on the Certificate of Insurance. If no deductibles or SIRS apply, indicate this on the Certificate of Insurance with a 0 by the appropriate line of coverage. Any deductible or SIR in an amount in excess of $25,000 ($5,000 for automobile liability), shall specifically be approved by the County Executive Office (CEO) /Office of Risk Management. AE shall be responsible for reimbursement of any deductible to the insurer. If the AE fails to maintain insurance acceptable to COUNTY for the full term of this contract, COUNTY may terminate this contract. A. Qualified Insurer 16 Page,21 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES 14_ kI5 ]:iIluWA►Ik 7' :TSIVAT �I PROJECT NO. 280-280-1900- P312 -D The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier) or have a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category) as determined by the most current edition of the Best's Key Rating Guide /Property- Casualty /United States or ambest.com If the insurance carrier is not an admitted carrier in the state of California and does not have an A.M. Best rating of A- /VIII, the CEO /Office of Risk Management retains the right to approve or reject carrier after a review of the company's performance and financial ratings. B. Coverage Limits The policy or policies of insurance maintained by the AE shall provide the minimum limits and coverage as set forth below: Coverage Commercial General Liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employers' Liability Insurance Professional Liability Insurance C. Required Coverage Forms Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 combined single limit per occurrence Statutory $1,000,000 per occurrence $1,000,000 per claims made or per occurrence The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. D. Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 17 Page fIga Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D 1) An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds. 2) A primary non - contributing endorsement evidencing that the AE's insurance is primary and any insurance maintained by the County of Orange shall be excess and non - contributing. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, employees and agents. All insurance policies required by this contract shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. All insurance policies required by this Agreement shall give the County of Orange thirty (30) days notice in the event of cancellation and ten (10) days notice for non- payment of premium. This shall be evidenced by policy provisions or an endorsement separate from the Certificate of Insurance. If AE's Professional Liability policy is a "claims made" policy, AE shall agree to maintain professional liability coverage for two years following completion of contract. The Commercial General Liability policy shall contain a severability of interests clause (standard in the ISO CG 001 policy). Insurance certificates should be forwarded to the COUNTY at the address listed in the NOTICES section of this Agreement or to an address provided by the Airport Director. If the AE fails to provide the insurance certificates and endorsements within seven (7) business days after this Agreement has been awarded, the Agreement may be cancelled and award may be made to the next qualified vendor. COUNTY expressly retains the right to require AE to increase or decrease insurance of any of the above insurance types throughout the term of this Agreement. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect COUNTY. COUNTY shall notify AE in writing of changes in the insurance requirements. If AE does not deposit copies of acceptable certificates of insurance and m Page AU Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES PROJECT NO. 280-280-1900- P312 -D endorsements with COUNTY incorporating such changes within thirty (30) days of receipt of such notice, this Agreement may be in breach without further notice to AE, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit AE's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer. 31. ACCIDENTS All job site and other project - related accidents, injuries, and illnesses sustained by AE's or subcontractors' employees who require medical attention (other than first aid), shall be orally reported to COUNTY at the time of the incident. Written reports, satisfactory in form and content to COUNTY shall be submitted by AE promptly after each such incident. 32. PATENT INDEMNITY The AE shall indemnify and hold harmless the COUNTY, its agents, officers, and employees from and against any and all liability, including costs for infringement or dilution of any United States letters, patent, or any other intellectual property contained in the AE's drawings and specifications that are created or provided under this Agreement. 33. INDEPENDENT CONTRACTOR AE is an independent contractor. Nothing in this Agreement shall be deemed to make AE, its subcontractors, or any of their respective officers, employees, representatives, or agents, the agents or employees of COUNTY. AE shall have responsibility for and control over the details and means for performing the work provided that AE is in compliance with the terms of the Agreement. Anything in this Agreement which may appear to give COUNTY the right to direct AE as to the details of the performance of the work or to exercise a measure of control over AE shall mean that AE shall follow the desires of COUNTY only with respect to the results of the work. 34. NON - EMPLOYMENT OF COUNTY EMPLOYEES BY AE AE agrees that it will neither negotiate, offer, or give employment to any full -time, regular employee of COUNTY in professional classifications of the same skills required for the performance of this Agreement who is involved in this Project in a participatory status during the life of this Agreement regardless of the assignments said employee may be given or the days or hours employee may work. 19 Page 139 ¢[ 4� Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D 35. NO ALTERATION OF AGREEMENT TERMS AE has no authority to alter, modify, amend, or change the terms of this Agreement or any agreement entered into with COUNTY or any agreement for any work to be performed on or relating to this Project, except as provided in Section 14 herein, entitled Changes in Scope of Services. 36. COMPLIANCE WITH LAWS AE shall comply with and give all notices required by all laws, ordinances, rules, regulations, and lawful orders of government authorities applicable to the AE's performance of the Scope of Services and all other provisions of this Agreement. AE shall promptly notify COUNTY in writing if AE has reason to believe that any part of AE's work is at variance with any law, ordinance, code, rule, or regulation of public authority. If the AE performs any work that is contrary to laws, statutes, ordinances, building codes, and rules and regulations applicable to the Project, the AE shall assume full responsibility for such work and shall indemnify and hold COUNTY harmless for all costs, losses or damages attributable thereto. 37. BUSINESS ETHICS AE employees, agents, subcontractors, vendors (or their representatives) shall not make or cause to be made any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, substantially discounted work, or any other considerations to (1) COUNTY representatives, employees, or their relatives, or (2) representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this project. AE employees (or their relatives), agents, or subcontractors shall not receive any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, or substantially discounted work or any other considerations from representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this project. AE agrees to notify a designated COUNTY representative within 48 hours of any instance where the AE becomes aware of a failure to comply with the provisions of this section. 38. NONDISCRIMINATION A. Compliance with Regulations The AE shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time 20 Page S3 5' f Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D (hereinafter referred to as the Regulations), which are incorporated herein by reference and made a part of this Agreement. B. Nondiscrimination The AE, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. AE shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations, either by competitive bidding or negotiation, made by AE for work to be performed under a subcontract, including procurement of materials or lease of equipment, each potential subcontractor or supplier shall be notified by AE of AE's obligations under this Agreement and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports AE shall provide all information and reports required by the regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information required of AE is in the exclusive possession of another who fails or refuses to furnish this information, AE shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance In the event of AE's noncompliance with the nondiscrimination provisions of this Agreement, the COUNTY shall impose such Agreement sanctions as it or the FAA may determine to be appropriate, including but not limited to: 1) Withholding of payments to AE under the Agreement until AE complies, and/or 2) Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Incorporation of Provisions 21 Page Vf 3 -;,: Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D The AE shall include the provisions of subparagraphs A through E of this paragraph in all of its subcontracts and other agreements pertaining to the work under this Agreement, including procurement of materials and leases of equipment, unless exempt by the regulations or directives issued thereto. The AE shall take such action with respect to any subcontract or procurement as the sponsor (COUNTY) or the FAA may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, in the event AE becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, AE may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, AE may request the United States to enter into such litigation to protect the interests of the United States. 39. DISADVANTAGED BUSINESS ENTERPRISE (DBE) (N /A) A. Policy It is the policy of JWA, under the direction of its governing body, the Orange County Board of Supervisors, to promote the objectives of the Department of Transportation with respect to the participation of Disadvantaged Business Enterprises (DBEs) in DOT — assisted contracts. This policy has been formulated to comply with 49 CFR Part 26. The objectives of the program are as follows: 1) To ensure nondiscrimination in the award and administration of DOT - assisted contracts in the Department's highway, transit, and airport financial assistance programs; 2) To create a level playing field on which DBEs can compete fairly for DOT - assisted contracts; 3) To ensure that the Department's DBE program is narrowly tailored in accordance with applicable law; 4) To ensure that only firms that fully meet this part's eligibility standards are permitted to participate as DBEs; 5) To help remove barriers to the participation of DBEs in DOT - assisted contracts; 6) To assist the development of firms that can compete successfully in the marketplace outside the DBE programs; and 7) To provide appropriate flexibility to recipients of Federal financial assistance in establishing and providing opportunities for DBEs. JWA has in the past, as a matter of both principle and law, established an Affirmative 22 Page 2�f 4,8 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D Action Program to ensure that no person is discriminated against on the grounds of race, color, national origin or sex in any program associated with the airport. JWA administers a DBE program in compliance with 49 CFR Part 26. B. DBE Obligation (Federally Funded Projects) (N /A) The AE agrees to ensure that disadvantaged business enterprises, as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under this Agreement. In this regard, all contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. C. Assurances (Federally Funded Projects) (N /A) The AE, contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT - assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate. 40. COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT In order to enhance the child support collection efforts of the County of Orange Family Support Enforcement, AE is required to provide the following information as listed on the attached form: • If the AE is an individual contractor: Name, date of birth, social security number, and residence address. • If AE is doing business in a form other than as an individual: Name, date of birth, social security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity. In addition, the AE must provide: • A certification that the AE has fully complied with all applicable federal and state reporting requirements regarding its employees, and • A certification that the AE has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. 23 Page 23 J 5T Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES IA\►15 ]:ipu '% 'N PROJECT NO. 280-280-1900- P312 -D Information provided shall be transmitted to the COUNTY'S Child Support Office, which has been charged with the establishment and enforcement of child support orders. Copies shall not be retained by the requesting agency. Failure of the AE to submit the data and /or certifications required above or to comply with all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the contract. Failure to cure such breach within 60 calendar days of notice from the COUNTY shall constitute grounds for termination of this Agreement. (JWA Child Support Enforcement documents found at the end of this Agreement) 41. NOTICES All notices between the parties to this Agreement shall be sent to the following addresses: For County: John Wayne Airport Deputy Airport Director, Facilities 3160 Airway Avenue Costa Mesa, CA 92626 42. GOVERNING LAW AND VENUE For Architect - Engineer: Vincent Mestre LANDRUM AND BROWN 27812 El Lazo Road Laguna Niguel, CA 92677 A. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the PARTIES hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure, Section 394. B. The PARTIES specifically agree that by soliciting and entering into and performing PROJECTS /SERVICES under this Agreement, the AE shall be deemed to constitute doing business within Orange County from the time of solicitation of work, through the period when all PROJECTS /SERVICES under this Agreement is completed, and continuing until the expiration of any applicable limitations period. 43. ATTORNEY'S FEES In any action or proceeding to enforce or interpret any provision of this Agreement, or where any provision hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and expenses. 24 Page: 4Ie 4,8 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES IA\►15 ]:ipu /_ \►1�l:l:Ti��J1r;I PROJECT NO. 280-280-1900- P312 -D 44. WAIVER OF JURY TRIAL Each PARTY acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each PARTY, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any PARTY hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Agreement and/or any other claim of injury or damage. 45. CONTRACT CONSTRUCTION The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendment or appendices hereto. 46. INTERPRETATION A. Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. B. In addition, each PARTY has been represented by experienced and knowledgeable independent legal counsel of their own choosing, or has knowingly declined to seek such counsel despite having the opportunity to do so. C. Each PARTY further acknowledges that they have not been influenced to any extent whatsoever in executing this Agreement by any other PARTY hereto or by any person representing them, or both. D. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the PARTY that has drafted it is not applicable and is waived. E. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the purpose of the PARTIES and this Agreement. 47. SEVERABILITY If any part of this Agreement is held, determined, or adjudicated to be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. 25 Page 225Rf 4¢y Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D 48. HEADINGS The various headings and numbers herein, the grouping of provisions of this Agreement into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. 49. JWA INFORMATION TECHNOLOGY NETWORK A. COUNTY shall provide connection to its Information Technology network in support of AE's required access to JWA's Project Management System Oracle Primavera Unifier (Unifier). B. The AE shall submit to COUNTY the following JWA User Access Request Form within seven (7) days following Contract Award. The JWA User Access Request Form is required for each employee to access Project documentation, including, but not limited to correspondence, monthly reports, schedules, RFIs, daily reports, payment applications, deliverables /submittals, change documentation, plans and drawings, and all other communication. C. JWA will create the user ID with approved access rights and provide an initial password to the user in a secure manner. As remote users, the AE's personnel shall acknowledge and comply with the following JWA Portal Usage Policy. D. Such internet connection will allow the AE secured access to the Unifier Project Document Management System. E. The AE shall use the Unifier Project Document Management System. Unifier shall be the AE's exclusive means of communication with JWA and its representatives for all Project documentation. F. JWA Process for Gaining Access to JWA Systems: There are two forms required to be filled out to obtain equipment, software, and/or access to JWA systems: • IT Usage Policy Acknowledgement • User Access Request Form — Non - County Employees The requestor shall fill out the Contractor User Information section, Sections 2, 3, 4 if applicable and then sign within Section 5. The User Access Request Form will not be processed without your company manager's signature in Section 6. Once you have filled out the form and obtained your company manager's signature please submit the form to the JWA Project Manager. The JWA Project Manager will then obtain the JWA Manager's signature in Section 6 to begin processing the request through JWA IT Section. For Unifier access, new companies may take as long as a week to process; existing companies with new access requests should only require one to three business days to process. Once completed, the requester will receive two separate e -mails from the JWA 26 Page3 Uf 2S Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D IT Section. The first will have your user name and the other will have your password, respectively. The fast time you log on the web -based application you will be required to reset your password and configure your settings. Help Desk: If you experience any errors or have difficulties with any of the equipment /software, a request must be submitted to the Help Desk at (949) 852 -4004. You will need to provide your name, e-mail, phone number, location, and a brief description of the problem. Once the information is entered into the system, a call ticket will be created and sent to a JWA IT representative, who will contact you within one to three business days. G. JWA will provide Unifier system training upon receipt of the JWA User Access Request Form(s) shown below. 1) Unifier Training: For Unifier Training, please contact the JWA Project Manager to schedule a time and date. For Document Locator Training and/or other software, please contact the JWA Project Manager or submit a Help Desk Request. Please note that if you have not logged on to Unifier within a 30 day period your account will be deactivated. To reactive your account, please submit a help desk ticket for Unifier reactivation. Also, after 4 failed attempts to log on you will be locked out of Unifier. To unlock your account and reset your password please call in a help desk ticket. 2) Access to Unifier Document Manager: If you need access to a folder in Unifier Document Manager please contact the JWA Project Manager. (JWA Information Technology Usage Policy is found at the end of this Agreement) SIGNATURE PAGE TO FOLLOW 27 Page3C J Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. Dated: Signed and certified that a copy of this document has been delivered to the Chair of the Board. SUSAN NOVAK Clerk of the Board of Supervisors of Orange County, California Lo IM M COUNTY OF ORANGE Chair of the Board of Supervisors ARCHITECT- ENGINEER Signature and Title Signature and Title *IJAE is a corporation, signatures of two specific corporate officers are required as further set forth: • The first signature must be one of the following: a) the Chairman of the Board; b) President; or c) any Vice President. • The second signature must be one of the following: a) Secretary; b) the Chief Financial Officer; c) any Assistant Secretary; or d) any Assistant Treasurer. • In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signature to bind the company. APPROVED AS TO FORM: COUNTY COUNS By �-- �, /� -- Deputy Counsel 3 Dated: FA Page 28 of 48 S20 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES IWAk MAIMMI IMMISIVAT�I PROJECT NO. 280-280-1900- P312 -D PAGE INTENTIONALL LEFT BLANK (JWA Information Technology Usage Policy and Child Support Enforcement Documents to Follow) 29 Page -2 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES IA\►15]:ipu /_ \►1�l:l:Ti�fJ1�I PROJECT NO. 280-280-1900- P312 -D County of Orange Information Technology Usage Policy 1 INTRODUCTION: The County of Orange Information Technology (IT) Usage Policy Is the foundation of the County's Information security efforts. Each member of the County workforce is responsible for understanding his/her role in maintaining County IT security. This policy summarizes your Information technology responsibilities. To learn more about information security, please see the Information Technology Security Policy. Complete Section 5: Acknowledgement after you have finished reading this document. Your signature on the Acknowledgement indicates that you understand and will comply with County security policy. If you disregard security policies, standards, or procedures, you can be subject to County and agency - specific disciplinary action. 2 TERMS YOU NEED TO KNOW: Authentication The process of verifying the identity of anyone who wants to use County information before granting them access. Back Up To copy files to a second medium (for example, a disk or tape) as a precaution in case the first medium falls. Confidentiality / An agreement that outlines sensitive materials or knowledge that Non - Disclosure Agreement two or more parties wish to share with one another. By way of such agreement, the parties to the agreement agree not to share or discuss with outside parties the information covered by the agreement. System or Software Highly important files that control the operation of entire systems Configuration Files or software. Electronic Communication Messages sent and received electronically through any electronic text or voice transfer/storage system. This includes e-mail, text messages, instant messages (IM) and voicemail. Encryption The translation of data into a secret code. Encryption is the most effective way to achieve data security. To read an encrypted file, you must have access to a secret key or password that enables you to decrypt it. Unencrypted data is called plain text; encrypted data is referred to as cipher text. Information Security Safeguarding an organization's data from unauthorized access or modification to ensure its availability, confidentiality, and integrity. Information Technology (IT) The broad subject concerned with all aspects of managing and processing information within an organization. Local Security Administrator The person at each agency who is responsible for the operational (LSA) maintenance of IT security resources within the agency. Network Two or more linked computer systems. There are many different types of computer networks. Password Sequence of characters (letters, numbers, symbols) used in combination with a User ID to access a computer system or network. Passwords are used to authenticate the user before s/he gains access to the system. Inlorrnamn Tetlmology usage Policy January 2010 Peg.1 30 Page 30 Tff Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES PROJECT NO. 280-280-1900- P312 -D County of Orange Information Technology Usage Policy Personally Identifiable Information (Fill) User User ID Virus / Malicious Software Workforce Member 3 POLICY OVERVIEW Any piece of information that could be used to uniquely identify, contact, or locate a single person. Examples include: full name; national identification number; email address; IP address; driver's license number; and Social Security Number. Any individual who uses a computer. Unique name given to a user for identification to a computer or telephone network, database, application, etc. Coupled with a password, it provides a minimal level of security. A software program that interferes with computer operation, damages or destroys electronic data, or spreads itself to other computers. Viruses and malicious software are often transmitted via email, documents attached to email, and the Internet. Any member of the County workforce, including employees, temporary help, contractors, vendors and volunteers. As a member of the County workforce, you are expected to comply with the County's Informafion Technology Usage Policy. Your agency may have additional policies that you must follow as part of your lob. The following are key concepts of the County's policy: • Information created or used In support of County business activities Is the property of the County. • Your assigned Information technology resources are meant to facilitate the efficient and effective performance of your duties. It is your responsibility to ensure that resources are not misused and that you comply with policy. • If you need to access confidential information as part of your duties, you will be asked to sign a confidentiality or non - disclosure agreement before you access the County network. • Many County facilities house sensitive or critical information systems. You are expected to comply with all physical access controls designed to restrict unauthorized access. • You may not remove County equipment or data in any format from the workplace unless you have received prior written approval from your supervisor or manager. The use of the network and Intemet is a privilege, not a right. If you violate policy, you may lose your network and/or Internet access. The County may refuse to reinstate your access for the remainder of your employment at the County. The County may also take other disciplinary action as appropriate under County policy, departmental policy and applicable employment MOUs. 4 YOUR RESPONSIBILITIES Your security responsibilities fall under several different Information Technology categories. Each category and the key responsibilities associated with it are listed below: Inrmmatlon Technology Usage Policy January 2010 Page 2 31 Pagegyf48 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D County of Orange Information Technology Usage Policy USER IDs AND PASSWORDS • You will be issued a network user ID unique to you. Only you may use your user ID to access County resources (e.g. computer, telephone, FAX). • You will be issued a default password at the same time as your user ID. You will be prompted to change your password the first time you log in to the system. • Do not share user IDs and passwords with other users or individuals, including coworkers and supervisors. Treat your password as sensitive and highly confidential information. • You are agreeing to follow the Information Technology Usage Policy when you accept a password from the County and use it to access the County data or telephone networks, the Internet, or the Intranet • Change your password immediately if you think someone else knows it. Report your suspicions to management. • If you lose or forget your password, you are required to request a password reset. No one else can do it for you. HARDWARE AND SOFTWARE • The County will provide, and employees may request, peripheral equipment such as ear buds for cellular phones or Blackberry devices, as may be necessary to enable compliance with all local laws which pertain to the use of mobile communicafion equipment or the individual workplace needs for the employee to perform his or her employment. • Never download or install any hardware or software without prior written approval of your agency IT representative. • Do not make any changes to system and/or software configuration files unless specifically authorized in writing by your agency IT. • Maintain your business data files on a network (or "shared ") drive so that they can be backed up according to your agency's regular backup schedule. • Use the "lock workstation" feature any time you leave your workstation logged on to the network and you are away from your desk. • Do not connect a County laptop or other mobile device to the network unfit it has been scanned for viruses and malicious software. • Fallow the authentication procedures defined by your agency whenever you log in to the County network via Remote Access. • Do not attempt to connect your workstation, laptop, or other computing device to the Internet via an unauthorized wireless or other connection while simultaneously connected to any County network. • Retain original software installed on your computer if it Is provided to you. The software must be available when your system is serviced in case it needs to be reinstalled. • Do not keep liquids or magnets on or near computers, as they can cause serious damage. • Ensure that your equipment is plugged into a surge protector at all times. Information Technology Usage Policy January 2010 Page 3 32 Page'�32Tf ),8 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D County of Orange Information Technology Usage Policy • Report all computer problems in detail on the appropriate form and /or when you contact the County Service Desk or discuss the problem with your agency's Help Desk. • Report equipment damage immediately to the County Service Desk or your agency's Help Desk. EMAIL and TELEPHONE • The e-mail and telephone systems and networks are primarily for official County business. • Management can freely Inspect or review electronic mail and data files including voicemail. Employees should have no expectation of privacy regarding their Internet usage, electronic mail or any other use of County computing or telephone equipment. • Do not use a County email account or voicemail box assigned to another Individual to send or receive messages unless you have been authorized, in writing, to act as that individual's delegate. Use of personal Internet (external) email systems from County networks and /or desktop devices is prohibited unless there is a compelling business reason for such use and prior written approval has been given by agency management and agency IT. • Do not configure or use automated forwarding to send County email to Intemet -based (extemal) email systems unless specifically authorized to do so, in writing, by County management. • Send confidential information via email only with the written permission of management and only via an approved method. Mark the email according to agency policy. • Treat confidential or restricted files sent as attachments to email messages as confidential or restricted documents. This also applies to confidential or restricted information embedded within an email message as message text or a voicemail message. • Do not delete email or voicemail messages or other data if management has Identified the subject matter as relevant to pending or anticipated litigation, personnel investigation, or other legal processes. THE INTERNET / INTRANET • Intemeb'Intranet access is primarily for County business. • You may access the Internet for limited personal use only during nonworking time and in strict compliance with policy. If there is any doubt about whether an activity is appropriate, consult with your Department Head or his/her designee. INFORMATION SECURITY • Treat hardcopy or electronic Personally Identifiable Information (Pit) as confidential and take all precautions necessary to ensure that it is not compromised. Intentional — or even accidental — disclosure of PII to unauthorized users is a violation of policy. • Don't leave Pit unattended or unsecured for any period of time. • Be sure to follow your agency's policy for disposing of confidential data. This may include the physical destruction of data through shredding or other methods. • Information created. sent, stored or received via the email system, network, Internet, telephones (including voicemail), fax or the Intranet is the property of the County. Information Technology Usage Policy January 2010 Page 4 33 Page,3r,p Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D County of Orange Information Technology Usage Policy o Do not expect information you create and store on County systems, including email messages or electronic files, to be private. Encrypting or using other measures to protect or "lack" an email message or an electronic file does not mean that the data are private. o The County reserves the right to, at any time and without notice, access, read and review, monitor, and copy all messages and files on Its computer system as it deems necessary. o The County may disclose text or images to law enforcement without your consent as necessary. PROHIBITED ACTIVITY Unless you are specifically authorized by your manager or agency in writing, the following uses are prohibited by the Information Technology Security Policy: • Using, transmitting, or seeking inappropriate or offensive materials, including but not limited to vulgar, profane, obscene, abusive, harassing, belligerent, threatening, or defamatory (harming another's reputation by Iles) language or materials. • Accessing, attempting to access, or encouraging others to access controversial or offensive materials. • Revealing PII without permission, such as anthers home address, telephone number, credit card number or Social Security Number. • Making offensive or harassing statements or Jokes about language, race, color, religion, national origin, veteran status, ancestry, disability, age, sex, or sexual orientation. • Sending or soliciting sexually oriented messages, images, video or sound files. • Visiting sites featuring pornography, terrorism, espionage, theft, drugs or other subjects that violate or encourage violation of the law. • Gambling or engaging In any other activity in violation of local, state, or federal law. • Uses or acfivities that violate the law or County policy or encourage others to violate the law or County policy. These include: o Accessing, transmitting, or seeking confidential information about clients or coworkers without proper authorization. c Intruding, or trying to Intrude, Into the folders, files, work, networks, or computers of others, or Intercepting communications intended for others. o Knowingly downloading or transmitting confidential information without proper authorization. • Uses that cause harm to others or damage to their property, including but not limited to: • Downloading or transmitting copyrighted materials without the permission of the copyright owner. Even if materials on the network or the Internet are not marked with the copyright symbol, ©, assume that they are protected under copyright law. • Using someone else's password to access the network or the Internet. • Impersonating another user or misleading message recipients into believing that someone other than the authenticated user is communicating a message. IMomralion Technology Usage Policy January 2010 Page 5 34 Page :]Kr 4,8 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES PROJECT NO. 280-280-1900- P312 -D County of Orange Information Technology Usage Policy • Uploading a virus, other harmful component, or corrupted data or vandalizing any part of the network. • Creating, executing, forwarding, or introducing computer code designed to selfreplicate, damage, or impede the performance of any computers memory, storage, operating system, application software, or any other functionality. • Engaging In acfivities that jeopardize the security of and access to the County network or other networks on the Internet. • Downloading or using any software on the network other than that licensed or approved by the County. • Conducting unauthorized business or commercial activities including, but not limited lo: • Buying or selling anything over the Internet. • Soliciting or advertising the sale of any goods or services. o Unauthorized outside fund - raising activities, participation in any lobbying activity, or engaging in any prohibited partisan political activity. o Posting County, department and /or other public agency information to external news agencies, service bureaus, social networking sites, message boards, blogs or other forums. • Uses that waste resources, including, but not limited to: o Printing of personal files. o Sending chain letters for any reason. • Including unnecessary recipients on an email. Only copy others on an email or voicemail message who should be "in the loop" on the topic addressed. • Indiscriminate use of distribution lists. Before using a distribution list, determine whether or not it is appropriate for everyone on that list to receive the email. • "All hands" emails. Emails of this type are to be sent only after management permission has been obtained. Infameban Technology Usage Policy January 2010 Page b 35 Page 35 Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES PROJECT NO. 280-280-1900- P312 -D County of Orange Information Technology Usage Policy 5 ACKNOWLEDGEMENT • If you violate security policies, standards, or procedures, you can be subject to County and agency - specific disciplinary action up to and including discharge. By signing this document, I acknowledge that I have read, understand and will comply with this County of Orange Information Technology Usage Policy. I understand that the complete Information Technology Usage Policy is available for me to review on the County's intranet. I also may request a copy from the County Service Desk, my agency's Help Desk, or my agency's Local Security Administrator. Workforce Member Name (please print): Workforce Member Signature: Agency /Department: Date: Information Technology Usage Policy January 2010 Page 7 36 Page 3j6Tf }E} Attachment D 74 �W JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D CONTRACTOR USER INFORMATION User Access User Name (First): Request Form: Contractors and Non - County Employees 2. HARDWARE REQUESTED ❑ Desktop Computer ($1600)* ❑ Portable Computer ($2300)* Title: Phone: Company Name: e -mail: Supervisor's Name: Project(s): Start Date: ❑ Telephone ($50 /month) ❑ Other : * Standard PC setup: MS Windows Vista and Office 2007 (Outlook, Word, Excel, PowerPoint, Anti -virus and Adobe Reader). 3. ACCESS REQUESTED ❑ JWAIR User ID E -mail ❑ Document Locator Webtools only ($650) ❑ Skire /Unifier ($2,000) ❑ Off -site remote access (JWA laptop only) ❑ Other: 4. ADDITIONAL REQUIREMENTS, NOTES 5. User SIGNATURE Note for all initial User Access Requests: A signed IT Usage Policy Acknowledgement In must be submitted with this request. See your Project Manager for details. Signature Date 6. APPROVAL 7.Please Return Completed form Company Manager JWA Manager and signed Policy to: Tim Harris Print Name Print Name Chief Technology Officer John Wayne Airport Signature date Signature date 13160 Airway Ave, Costa Mesa Please note: Depending on items requested, completion of Access Requests may take between 24 -72 hours, with equipment/software purchases taking longer. If you have questions regarding the status of your request, please contact the Service Desk. 949 -852 -4004. 37 Page 337IT I Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES LANDRUM AND BROWN PROJECT NO. 280-280-1900- P312 -D COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT CERTIFICATION REQUIREMENTS A. In the case of an individual contractor, his /her name, date of birth, Social Security number, and residence address: Name: D.O.B.: Social Security No: Residence Address: B. For contractor doing business in a form other than as an individual: The name, date of birth, social security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity (if no individual owns 10 percent or more, write "N /A "): Name: D.O.B.: Social Security No: Residence Address: Name: D.O.B.: Social Security No Residence Address Name: D.O.B.: Social Security No: Residence Address: (Additional sheets may be used if necessary) m Page of q$ Attachment D JOHN WAYNE AIRPORT NOISE ANALYSIS A -E SERVICES PROJECT NO. 280-280-1900- P312 -D CHILD SUPPORT ENFORCEMENT CERTIFICATE `I certify that is in full compliance with all applicable federal and state reporting requirements regarding its employees and with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of Contract with the County of Orange. I understand that failure to comply shall constitute a material breach of the contract and that failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the contract. Signature * Please Print Name Title Date Signature * Please Print Name Title Date Company Name Project Number * Two signatures required if a corporation. 39 Pagegj Attachment D APPENDIX 1 SCOPE OF SERVICES Landrum & Brown Architect - Engineer (A -E) Noise Analysis Services for John Wayne Airport Project No. 280 - 280 - 1900- P312 -D TASK 1.0 Historical Aircraft Operations and Trends This task is described here, but it not a part of this budget, but was part of a separate Purchase Order. This task involves data gathering and initial analysis of existing data. Operations data from the last 10 years (2003 — June 2013) will be collected and summarized. The source of the data are the monthly flight event reports that provide data for each air carrier operation at JWA. Annual summaries will be created in terms of operations, weights, load factors and noise levels. These data will also be provided to aviation consultant for their use in the aviation analysis. Task 1.1: Compile monthly reports 2003 thru June 2013 Flight event data for each flight will be provided to the aviation consultant in the form of monthly Excel files. These data include the date, time, airline, aircraft, operation, departure class, aircraft weight, number of passengers, takeoff flaps, weather, and noise and slant range distance at each of the JWA noise monitor sites. Task 1.2: Convert to 10 year operations database The monthly Excel spreadsheets will be converted into annual database files in order to produce annual and 10 year summaries. Task 1.3: Summarize annual operations, passenger and time of day data The annual and 10 year databases will be used to provide annual summaries of operations by aircraft type and airline, number of passengers, weight, and time of day for the flights (day, evening and night). Task 1.4: Summarize annual noise day by aircraft type The annual and 10 year databases will be used to provide annual summaries of noise level (energy average SENEL) by airline and aircraft type. Average weight will also be provided. Task 1.5: Present annual trend in load factor, seats available, and fleet mix Page 40 qtf Attachment D SCOPE OF SERVICES Landrum & Brown Architect- Engineer (A -E) Noise Analysis Services Project No. 280 -280- 1900- P312 -D The above data will be used to identify trends in load factor, seats available, fleet mix and total passengers. Task 1.6: Develop preliminary description of EIR alternative fleet mixes Using the above describes summaries preliminary recommendations will be made concerning the modeling of future alternatives. Specifically, as the number regulated Class A flights is increased, recommendations will be provided on which aircraft type(s) should be used to model the increase in Class A operations. As the annual passenger capacity limit (MAP cap) is changed for each alternative, recommended assumptions about the load factor for the Class A flights will lead to the number of passengers that could be accommodated within the alternative MAP cap. Recommendations will be made as to which aircraft type(s) and load factor should be used to model the Class E operations that will fill the MAP cap after the Class A departures are utilized. These assumptions will be presented to the EIR team and County staff and in Task 2 refined to the fleet mix and number of operations that will used for the future year alternatives modeling. TASK 2.0 Aviation Fleet Forecasts This task involves assisting the County and its consultants with analysis of the data gathered as part of the previous task. Current and historical aviation activity and known aviation trends will be used to assist in the development of the aviation fleet forecast. Special emphasis will be placed on the aircraft fleet mix as the JWA operations for each EIR alternative are constrained by the allocated number of regulated flights and annual passenger limit. TASK 3.0 Environmental Noise This task involves the conversion of aircraft operations into projected noise levels. Aircraft operational activity levels, time of day of aircraft operations and operating weights will be used to evaluate noise exposure. This evaluation includes consideration of land uses and evaluation of mitigation measures to minimize impacts on noise sensitive land uses. Task 3.1 Prepare Noise Data The most recent version of the FAA's Integrated Noise Model (INM) will be used to develop aircraft noise contours and specific point analysis. Custom profiles will be developed for each air carrier aircraft type and departure class (A and E) based upon procedures currently in use at JWA in accordance with AC 91 -53A. These profiles will be developed such that the noise model output matches the measured noise level as measured at the JWA 2 APPENDIX 1 Page31�gf 4�8 Attachment D SCOPE OF SERVICES Landrum & Brown Architect- Engineer (A -E) Noise Analysis Services Project No. 280 -280- 1900- P312 -D permanent noise monitoring sites. In general, a plus or minus 1.5 dB tolerance or better will be used (exception may be needed for distant arrival monitoring sites). Cumulative and single event noise data will be developed based upon these profiles. Operations data regarding the number of operations by aircraft type, departure class, and time of day based upon the fleet forecast will be developed for each alternative. Flight track data based on current JWA flight tracks will also be developed. These data will be coded into the INK Task 3.2 Summarize Current Noise Contours Current CNEL noise contours will be evaluated and summarized in terms of noise impacts and contours size. The 60, 65 and 70 CNEL contours will be evaluated. Single event noise contours in the form of the 85 SENEL contour will also be summarized. Note that one of the contour sets will show the 75 CNEL contour which will likely fall within the airport boundary. If for any of the alternatives the 75 CNEL falls outside the airport boundary, it will be shown as well. Task 3.3 Compute CNEL Noise Contours CNEL noise contours will be developed for each of the alternatives as follows: Note that year 2013 contours will be based on extrapolating the data through June 2013 to a full year of operations. The contours will be evaluated and summarized in terms of noise impacts and contours size for comparison to existing conditions. The 60, 65 and 70 CNEL contours will be evaluated. 9 APPENDIX 1 Page f'T' Alt Start Year End Year MAP Class A ADD's Notes: Existing 1 2013 1 Project 2016 2020 10.8 85 With Curfew 2 2021 2025 11.8 95 With Curfew 3 2026 2030 12.5 95 With Curfew 4 Alt 2016 2020 10.8 107 With Curfew 5 2021 2025 11.4 120 With Curfew 6 2026 2030 12.8 135 With Curfew 7 Alt B 2016 2020 10.8 100 With Curfew 8 2021 2025 13 110 With Curfew 9 2026 2030 15 115 With Curfew 10 Alt C 2016 2020 16.9 228 With Curfew 11 2021 thereafter 16.9 228 No Curfew Note that year 2013 contours will be based on extrapolating the data through June 2013 to a full year of operations. The contours will be evaluated and summarized in terms of noise impacts and contours size for comparison to existing conditions. The 60, 65 and 70 CNEL contours will be evaluated. 9 APPENDIX 1 Page f'T' Attachment D SCOPE OF SERVICES Landrum & Brown Architect- Engineer (A -E) Noise Analysis Services Project No. 280 -280- 1900- P312 -D Task 3.4 Develop SENEL Contours The 85 dBA SENEL noise contour will be developed for each air carrier aircraft type and departure class (A and E) based upon procedures currently in use at JWA in accordance with AC 91 -53A. These will be mapped at an appropriate scale (a smaller scale map than the CNEL contours will be used to show the full extent of the 85 SENEL contour) Task 3.5 Compare Operations Existing operations and operations for each alternative will be compared with regard to average daily departures, available seats, MAP, and CNEL. Task 3.6 Map Contours CNEL contours and existing land uses will be mapped on a color base map. The base map used will be selected with the concurrence of the County and master EIR consultant. Electronic versions will be made for integration into the document and for presentations. Task 3.7 Inventory Land Uses Noise sensitive land uses will be identified and numbers of incompatible land uses and number of persons impacted will be identified. Impacts on potentially noise sensitive habitats will be evaluated. Year 2010 census data will the primary source of land use data, augmented by data provided by local municipalities (locations of churches, private schools and day care center locations will be data needed from local municipalities). Task 3.8 Evaluate mitigation measures Potential mitigation measures will be identified and evaluated in an effort to meet constraints of the amended settlement agreement terms while minimizing impacts on noise sensitive land uses. Identify, consider and evaluate alternative operational scenarios, feasible airspace modifications, available or feasible aircraft operational procedures, or other measures which could act to minimize or reduce aircraft noise levels in any surrounding community areas where incompatible land uses, if any, exist. The documentation for the noise analysis will include a discussion of the effects of noise on people and include a discussion of the effects of nighttime noise on sleep. Task 3.9 Roadway Noise If any roadway segment adjacent to a noise sensitive land use is shown to be affected by an increase in traffic due to any of the 4 APPENDIX 1 Page 43 ! It Attachment D SCOPE OF SERVICES Landrum & Brown Architect- Engineer (A -E) Noise Analysis Services Project No. 280 -280- 1900- P312 -D alternatives, then a roadway noise model will be used to develop roadway noise contour data for that segment of road. Based on the results of the model, a table depicting the change in noise attributable to each respective alternative will be prepared for the affected segments. Significant impacts, if any, will be identified based on the applicable jurisdiction's significance criteria, and, if applicable, appropriate mitigation measures will be recommended. TASK 4.0 Draft and Final Reports / Coordination This task involves assisting in the preparation of Draft and Final Reports and Documentation. Task 4.1 No Working Papers will be prepared as part of this effort. Task 4.2 Inventory of Mitigation Measures L &B will assist in the evaluation of mitigation measures as they relate to noise exposure. Task 4.3 Screen Check Draft EIR This task includes the development of the documentation, including all graphics that will provided as the noise technical report. L &B will review the screen check noise section draft prepared by the master EIR consultant for technical accuracy. Task 4.4 Draft EIR This task includes the modifications and revisions to the Screen Check Draft EIR documentation and will become the noise technical report for the Draft EIR. This includes all of the graphics needed. Task 4.5 Response to Comments (Time and Materials) L &B will develop proposed responses to EIR comments relating to technical issues regarding noise exposure. An estimate of the not to exceed cost is provided in the budget. This estimated work will be performed for this task on a Time and Materials basis. If additional work is required beyond this not to exceed budget, due to the volume or complexity of the comments, it will also be done on a time and materials basis. Task 4.6 Mitigation Monitoring and Reporting Plan L &B will assist with the development of a mitigation monitoring and reporting plan to evaluate adherence to and effectiveness of mitigation measures. 5 APPENDIX 1 Page !f19 Attachment D SCOPE OF SERVICES Landrum & Brown Architect- Engineer (A -E) Noise Analysis Services Project No. 280 -280- 1900- P312 -D Task 4.7 Final EIR This task includes the modifications and revisions to the Draft EIR documentation and will become the noise technical report for the Final EIR. This includes all of the graphics needed. TASK 5.0 Project Management /Coordination This task includes assisting the project manager with issues relating to the preparation of noise sections, team coordination, task interdependency and scheduling, and other coordination requirements. Task 5.1 Quality Control L &B will assume responsibility for all technical aspects of the noise analysis and will assist the project management as necessary to ensure accurate integration into the draft and final documents. All noise model runs will be evaluated using software that summarizes noise input data independent of the noise model. Task 5.2 Internal Program Team Meetings L &B will be available for meetings relating to aviation demand forecast and noise issues. Task 5.3 City / Program Meetings L &B will be available for informational meetings with City staff and others as required. City meetings are at time and materials. Task 5.4 Program Management Meetings L &B will be available for meetings regarding program management issues. Task 5.5 Affected Agency Meetings / Coordination L &B will be available for informational meetings with affected agencies. Affected agency meetings are at time and materials. The budget provided accounts of a total of 3 public meetings. Task 5.6 Public Information Program / Brochure No public information brochure is being provided as part of the L &B work. Task 5.7 Scheduling L &B and project management will coordinate schedules to ensure smooth data flow and work load. Any expected delays regarding interdependent data will be promptly communicated. 3 APPENDIX 1 Page 4�-qW Attachment D SCOPE OF SERVICES Landrum & Brown Architect- Engineer (A -E) Noise Analysis Services Project No. 280 -280- 1900- P312 -D Task 5.8 L &B will assist in the use of the Oracle Primavera Unifier electronic management information system for the electronic filing of documents, task order issuance and tracking, submission and review of pay applications, and other uses as prescribed by the County. Note that this task assumes that L &B will incur no costs utilizing the software and that access to the County system will be at no charge to L &B. Task 6.0 Reimbursables The following items will be invoiced as reimbursables at the actual costs (no mark -up); large scale plots, color copies, rewritable storage media, electronic databases, and outside computing services such as aircraft performance analysis, topographic data, etc. APPENDIX 1 Page 46 i Attachment D F_1,U =1011 W This appendix describes the fee structure for the Scope of Services described in Appendix 1 of this Agreement. Most tasks within this agreement are allocated on a lump sum basis. However, some tasks are identified as time and materials with a not -to- exceed amount. A/E hourly billing rates, which will be used for the time and materials tasks, are provided below. If change orders are proposed for any task, the hourly rates will be used for estimating the change order cast. FEE SCHEDULE Landrum & Brown Project Tasks Labor Category Hour Rate Total Hocrs Costs 1.0 Historical Aircraft Operations and Trends Lump Sum 1.1 Compile monthly reports 20031hru June 2013 1.2 Convert to 10 year operations database 1.3 Summarize annual operations, passenger and time of day data 1.4 Summarize annual noise day by aircraft type 1.5 Present annual trend in load factor, seats available, and fleet mix 1.6 Develop preliminary description of EIR alternative fleet mixes Sub -Total Task 1.0 2.0 Aviation Fleet Forecasts Lump Sum 2.1 Review preliminary description of EIR alternative fleet mixes with team 8.0 $1,640 2.2 Assist in reevaluating recommended fleet mix and operations for each alt 24.0 $4,600 2.3 Assist in finalizing alternatives fleet mix for use in noise, air and traffic analysis 8.0 $1,640 2.4 Sub -Total Task 2.0 40.0 $7,880 3.0 Environmental Noise Lump Sum 3.1 Prepare Noise Data 16.0 $3,120 3.2 Summarize Current Noise Contours existing 80.0 $15,600 3.3 Compute CNEL Noise Contours 11 alts per table below 112.0 $21,200 3.4 Develop SENEL Contours 64.0 $12,320 3.5 Compare Operations 8.0 $1,640 existing+ 11 alts per table 3.6 Map Contours below 52.0 $9,780 existing+ 11 alts per table 3.7 Inventory Land Uses below 68.0 $13,060 3.8 Evaluate Mitigation Measures 36.0 $7,060 only links with potential 3.9 Roadway Noise Analysis impacts 12.0 $2,300 Sub -Total Task 3.0 448.0 $86,080 Page- Q�olx 2 Attachment D 4.0 Draft and Final Reports / Documentation Lump Sum, Except Task 4.5 OFFICER 4.1 Working Papers no working papers MANAGING DIRECTOR Vincent Mastro 4.2 Inventory of Mitigation Measures PROJECT MANAGER Christian Valdes, Matt Jones $185 4.3 Screen Check Draft EIR Gail Stone 120.0 $23,000 4.4 Draft EIR 2025 80.0 $15,600 4.5 Response to Comments TIME AND MATERIALS, NOT 2030 12.5 95 TO EXCEED 100.0 $19,300 4.6 Mitigation Monitoring and Reporting Plan 107 16.0 $3,280 4.7 Final EIR 11.4 24.0 $4,920 Sub -Total Task 4.0 2030 340.0 $66,100 5.0 Project Management/ Coordination Lump Sum 2020 10.8 5.1 Quality Control 9 40.0 $8,200 5.2 Internal Program Team Meetings 2 per month for 2 months, 4 10 2026 2030 per month for 2 months 48.0 $9,840 5.3 City! Program Team Meetings 2 City meetings 8.0 $1,640 5.4 Program Management Meetings Included in task 5.2 thereafter 16.9 5.5 Public Meetings 3 Meetings 24.0 $4,920 5.6 Program Reporting 5.7 Scheduling 16.0 $3,280 5.8 Oracle Primavera Unifier management 16.0 $3,280 Sub -Total Task 5.0 152.0 $31,160 TOTAL BY LABOR CATEGORY 980.0 191,220 Hourly Rates: The following hourly rates apply for L &B: 2013 OFFICER Rob Adams $235 MANAGING DIRECTOR Vincent Mastro $205 PROJECT MANAGER Christian Valdes, Matt Jones $185 PROJECT ADMINISTRATOR Gail Stone $95 List of INM runs: 1 Existing 2012 2013 Alt Start Year End Year MAP Class s 2 Project 2016 2020 10.8 85 3 2021 2025 11.8 95 4 2026 2030 12.5 95 5 Alt A 2016 2020 10.8 107 6 2021 2025 11.4 120 7 2026 2030 12.8 135 8 Alt B 2016 2020 10.8 100 9 2021 2025 13 110 10 2026 2030 15 115 11 Alt C 2016 2020 16.9 228 12 2021 thereafter 16.9 228 Page-!AoMDlx 2 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E JOHN WAYNE AIRPORT AGREEMENT FOR ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES PROJECT: ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES FOR JWA PROPOSED SETTLEMENT AGREEMENT AMENDMENT PROJECT NO: 280- 280 - 1900- P312 -E THIS AGREEMENT (the "Agreement "), is made and entered into on the day of , 2013, between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "COUNTY" or "JWA," and BONTERRA CONSULTING, hereinafter referred to as the "Architect- Engineer or "AE." This Agreement will be administered by the Director of John Wayne Airport or his designee, herein after referred to as ( "JWA "). WITNESSETH: AE is a firm which is duly licensed and registered under the law of the State of California to provide architectural and engineering services. IT IS MUTUALLY AGREED between the parties hereto that: 1. TERM OF AGREEMENT The "Term" of this Agreement shall commence on execution. The AE shall not commence services under this Agreement until it has obtained all insurance required under this Agreement and such insurance has been approved by COUNTY. This Agreement shall expire three years from execution, at 11:59 p.m., unless such Term is extended, terminated or otherwise modified as provided in this Agreement. 2. AE SCOPE OF SERVICES The AE shall perform in a competent and professional manner, and shall prepare an Environmental Impact Report, including those tasks and duties set forth in the attached "Scope of Services" for Project No. 280 -280- 1900- P312 -E, ( "Project ") which is incorporated into this Agreement as Appendix 1. 3. OWNERSHIP OF DOCUMENTS All reports, documents and related data, and other AE work or materials furnished 1 Pag3� 50 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E hereunder shall be and remain the property of COUNTY, and may be used by COUNTY as it may require without limitation, without any additional cost to COUNTY. However, AE does not accept responsibility for COUNTY's use of AE's work under this Agreement for other projects. AE will provide all such work and materials to COUNTY upon request. 4. DATA ANALYSIS AND COORDINATION AE shall be responsible for the coordination of all data and analysis work as required in the Scope of Services. If the work has been performed by others on behalf of AE, AE accepts full responsibility for that work, as fully as if the work had been performed by the AE itself. AE shall be responsible for the completeness and accuracy of modeling and analysis results and reports that are required under this Agreement, for their compliance with all applicable codes, ordinances, regulations, laws and statutes. Upon completion of Deliverables, as determined by the COUNTY, AE shall upload each of the Deliverables into Unifier or as otherwise directed by COUNTY. 5. REVIEW OF PROJECT DOCUMENTS AND EXISTING CONDITIONS BY AE AE represents and agrees that it will review and become fully informed as to the state of any existing studies for work tasked through this Agreement and, if necessary, that AE will visit the job site and examine the actual site conditions and limitations, and that AE will obtain information sufficient to allow it to proceed with the Scope of Services. AE is and will be relying strictly and solely upon its own such review and examinations and the advice and counsel of its agents and officers. AE shall advise COUNTY of any need for securing any tests, analyses, studies, reports, or consultant services in connection with assigned work and the management thereof. Except as expressly set forth in this Agreement, COUNTY is not making and has not made any warranty or representation with respect to site conditions or limitations. 6. TIME FOR PERFORMANCE AE shall complete Scope of Services according to the following schedule: JWA Proposed Settlement Agreement Amendment EIR Schedule Due no later than: 11/1/13: AE submits Draft Technical Study to COUNTY 11/27/13: COUNTY completes review of Draft Technical Study and returns comments to AE 12/13/13: AE submits revised Technical Study to COUNTY 1/20/14: EIR AE submits Screencheck EIR to COUNTY 2 Page S:l Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E 2/7/14: COUNTY returns Screencheck FIR comments to EIR AE 2/21/14: EIR AE incorporates revisions and produces Draft EIR for public review 4/28/14: AE prepares responses to comments and submits to COUNTY 5/12/14: COUNTY reviews responses to comments and returns revisions to AE 5/19/14: EIR AE completes edits to responses to comments and submits Final Draft EIR and Mitigation Monitoring and Reporting Program (MMRP) to COUNTY for review 5/23/14: COUNTY reviews Final DEIR, MMRP and returns comments to AE 5/27/14: AE submits Final Draft EIR package to COUNTY 7. COORDINATION OF DOCUMENTS AE shall be responsible for the coordination of all documents, drawings or reports relating to AE's Scope of Services, regardless of whether such documents, drawings or reports are prepared or performed by AE, by AE's subcontractors, or by others under this Agreement. If documents, drawings or reports have been prepared by others on behalf of AE, AE accepts fully responsibility for that work, as fully as if the work had been performed by AE itself. AE shall be responsible for the completeness and accuracy of all documents, drawings or reports that are required under this Agreement and for their compliance with all applicable codes, ordinances, regulations, laws, and statutes. 8. CONFIDENTIALITY A. All analysis, forecasts, reports, documents, ideas, memoranda, specifications, plans, procedures, drawings, descriptions, and all written or other information submitted to AE in connection with the performance of this Agreement shall be held confidential by AE and/or anyone acting under the supervision of AE and shall not, without the prior written consent of COUNTY, be used for any purposes other than the performance of the PROJECTS /SERVICES described in Appendix 1, nor be disclosed to any person, partnership, company, corporation or agency, not connected with the performance of the PROJECTS /SERVICES. B. Nothing furnished to AE which is generally known among counties in Southern California shall be deemed confidential. C. AE and/or anyone acting under the supervision of AE shall not use COUNTY name or insignia, photographs of the work, or any other information, slides, or publicity pertaining to the work in any presentation, magazine, trade paper, newspaper, or other medium without the express written consent of COUNTY. 9. PUBLICATION A. No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance 3 Pa 33 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E or prepared in connection with this Agreement, are to be released by AE and/or anyone acting under the supervision of AE to any person, partnership, company, corporation, or agency, without prior written approval by the COUNTY, except as necessary for the performance of the services of this Agreement. All press contacts, including graphic display information to be published in presentations, newspapers, magazines, etc., are to be administered only after COUNTY approval. B. The AE agrees that it will not issue any news releases or make any contact with the media in connection with either the award of this Agreement or any subsequent amendment of, or effort under this Agreement. AE must first obtain review and approval of said media contact from the COUNTY through the COUNTY'S Project Manager. Any requests for interviews or information received by the media should be referred directly to the COUNTY. AE's are not authorized to serve as media spokespersons for COUNTY projects without first obtaining permission from the COUNTY Project Manager. 10. COUNTY'S RIGHTS CUMULATIVE COUNTY's rights under this Agreement shall be cumulative and in addition to, and not in limitation of, any and all other legal or equitable rights or remedies which may be available to the COUNTY under law. 11. COMPENSATION FOR SERVICES A. Lump Sum Tasks COUNTY shall pay Lump Sum items based on the acceptable completion of each lump sum task. Partial payment will be made based on COUNTY approved percentage of completed tasks. B. Maximum Not -To- Exceed Compensation and Reimbursable Expenses COUNTY shall pay to AE for performance of this Agreement as specified in Appendix 2 in an amount not -to- exceed $199,990, for A -E's approved work in accordance with the Scope of Services. AE shall only be entitled to payment for work as directed by COUNTY and completed by A -E within its Scope of Services as set forth in Appendix 1. In no event shall AE be entitled to compensation and reimbursement that would result in the total payment by the COUNTY under this Agreement exceeding $199,990 unless change order(s) or amendment(s) to this agreement have been approved by COUNTY, pursuant to Section 14, Changes in Scope of Services. In the event the AE would be entitled to additional compensation except for the limitation of the not -to- exceed amount stated in this section as may be amended, A -E shall not be obligated to perform additional services until a change in compensation is approved by 0 Page 4 400f �6 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E COUNTY increasing the not -to- exceed amount. C. Rates for A -E's Personnel COUNTY agrees to compensate AE for services performed by its personnel based on the hourly rates set forth in Appendix 2 for each Job Classification. The hourly rate for each job classification represents the maximum rate for that job classification. These hourly rates will be used for all Time and Materials work tasks performed under this Agreement. However, the COUNTY reserves the right to negotiate with A -E a lower rate for any given job classification based on the qualifications of the candidate being considered for that job classification. D. Labor Cost Projections and Cost Control AE shall exercise diligent effort to maintain best management practices control of the productivity of its personnel in performance of their tasks within the Scope of Services, and report to JWA in a timely fashion any conditions, unusual circumstances, or elements that may impact or be cause for change AE's Scope of Services or cost. On a quarterly basis, or more frequently as COUNTY may consider appropriate, AE shall submit to JWA its personnel's labor hours and costs expenditures for the previous quarter and projections for the coming quarter, and shall report potential variances, if any, in expenditures and productivity which may result in the exhaustion of funds in the Agreement prior to its term expiration. AE shall promptly submit a request for change order or amendment for JWA's review if AE becomes aware of conditions or circumstances that may warrant a change in Scope of Services, or which may cause labor productivity and/or expenditures to vary measurably. E. Reimbursable Expenses Reproduction expenses incurred by AE for AE's own in -house reproduction will not be reimbursed by COUNTY. No reproduction or other expenses will be reimbursed by COUNTY without prior written authorization. The AE's invoice shall not include, or be given any consideration for, any items deemed by the COUNTY as overhead expenses. AE expenses beyond the schedule of fees will not be considered. This includes, but is not limited to, travel, mileage or other expenses deemed by the COUNTY as overhead. The cost for the work and reimbursable expenses will be billed in accordance with Appendix 2, by AE to COUNTY monthly in proportion to the work completed and to the extent that outside consultants, subcontractors, and approved direct project expenses are allowed, as approved in writing by JWA. Other reimbursable expenses that may be required are subject to prior written approval by JWA. F. Request for Payment E Page S`3 5 of Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E Services under this Agreement shall be billed every month using JWA's "Request for Payment" form provided by JWA and/or other electronic format of "Request for Payment" approved and made available by JWA, via Oracle Primavera Unifier (Unifier). Approved and authorized reimbursable expenses shall be included in the Request for Payment. AE will not be entitled to any mark -up on reimbursable expenses. AE will not be entitled to reimbursement for any expense incurred in performance of this Agreement or in connection with the Scope of Services that is not specified in Appendix 1. AE shall submit the invoice as a record into the Unifier Project Document Management System with the following documents attached as electronic backup. Payment documentation shall include customary information including, but not limited to: 1) Signed invoice cover sheet 2) For Time and Materials work, timesheets shall include; employee name, hours worked, Service dates for hourly fee services certified by AE's Project Manager or authorized designee, and 3) Up -to -date running account of task hours and cost for the project. 4) Authorization letters and receipts for approved Reimbursable Expenses. 5) Progress Report: Each activity of AE and staff must be defined by their job title and description of work completed. 6) List of employees who worked on the Scope of Services during the month covered by the Request for Payment, including their names, job titles, hourly rates, and assignments. COUNTY will pay AE a fee on an hourly rate basis subject to the respective not -to- exceed limits for services performed based on the hourly rates set forth. Fees for Architect- Engineer Services shall be in accord with the hourly rates set forth in Appendix 2 except as provided in Section 14, Changes in Scope of Services. COUNTY will not pay hourly labor charges, fees, or test charges without back -up documentation. AE is responsible for submitting invoicing in a format that is acceptable to JWA Accounting. In the event that AE anticipates the cost for Architect- Engineer Services in excess of the authorized amounts, the COUNTY shall be notified immediately in writing. COUNTY shall not be required to pay for Architect- Engineer Services in excess of these amounts unless the COUNTY otherwise agrees by Change Order. Requests for payment should be submitted to JWA no later than 15 days following 0 Pa !e 2:,f,56 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E the period in which the services were performed. Requests for Payment must be approved by COUNTY Auditor before payment may be made. 12. AVAILABILITY OF FUNDS Each payment or obligation of COUNTY is contingent upon the availability of local, state, or federal government funds which are appropriated or allocated for the payment of such an obligation. If the funds are not allocated and available for the continuance of the services performed, then this Agreement may be terminated or suspended by COUNTY at its convenience. COUNTY shall notify AE promptly of any product or service that will be affected by a shortage of funds. No penalty shall accrue to COUNTY in the event this provision is exercised, and COUNTY shall not be obligated or liable for any future payments due or for any damages as a result of suspension or termination under this paragraph. 13. RIGHT TO OFFSET COUNTY, without waiver or limitation of any of its right or remedies, shall be entitled from time to time to deduct from any amounts due or owing by COUNTY to AE in connection with this Agreement, any and all amounts owed by AE to COUNTY in connection with this Agreement. COUNTY will provide AE with written notice of amounts withheld. 14. CHANGES IN SCOPE OF SERVICES If changes to the Scope of Services cause an increase in costs and /or time, compensation shall be based on hourly rates as set forth in Appendix 2, "Fee Schedule." If COUNTY desires a change in the Scope of Services, a written order bearing the heading "Change Order" shall be issued by COUNTY. The written Change Order shall set forth in reasonable detail the nature of the change. Within ten days of receipt of such Change Order, the AE shall present to COUNTY a detailed request for change in compensation and/or a change in the schedule of performance from that set forth in this Agreement, if any. Upon receipt, COUNTY may reject AE's request for change in compensation and/or change in the schedule of performance, negotiate a revision of the requested change in compensation and /or change in schedule, or may approve such change request as requested by the AE. COUNTY may also, by written direction, direct AE to perform the work required by the Change Order and submit any requested change in compensation and /or change in schedule to later resolution by the parties. When a Change Order has been issued, the AE shall expeditiously proceed to implement the Change Order. If AE believes that a change in the Scope of Services is appropriate, it shall submit a written request to the COUNTY to issue a Change Order and/or seek approval from COUNTY of such Change Order. Such a request for Change Order shall include the 7 Page 7307 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E proposed change in the Scope of Services and/or the proposed increase in services, as well as any proposed change in compensation and/or schedule associated with such Change Order. COUNTY may utilize the same options in response to such a request for a Change Order as stated hereinabove. All changes to the Scope of Services shall be approved in accordance with the current version of the COUNTY's Contract Policy Manual. If changes to the Scope of Services cause an increase in compensation, such increase in compensation shall be based on the terms of this Agreement. 15. RIGHT OF AUDIT & RECORDS Pursuant to and in accordance with Section 8546.7 of the California Government Code, in the event that this Agreement involves expenditures of public funds aggregating in excess of Ten Thousand Dollars ($10,000), the parties shall be subject to examination and audit by the California State Auditor for a period of three (3) years after final payment under this Agreement. AE's records shall upon reasonable notice be open to inspection and subject to audit and/or reproduction during normal business working hours. COUNTY's representatives or agents shall have reasonable access to AE's facilities, shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement and shall be provided adequate and appropriate workspace, including use of a copier, in order to conduct audits in compliance with this section. The COUNTY or its designee may conduct such audits or inspections throughout the term of this Agreement and for a period of four (4) years after final payment or longer if required by law. COUNTY representatives or agents may (without limitation) conduct verifications such as verifying information and amounts through interviews and written confirmations with AE employees, field and agency labor, subcontractors, and vendors. AE's records shall include any and all information, materials, data of every kind and character, including without limitation, records, books, papers, documents, notes, receipts, vouchers, drawings, and any and all other agreements, sources of information and matters that may in COUNTY'S judgment have any bearing on or pertain to any matters, rights, duties, or obligations under or covered by any contract document. Such records shall include hard copy, as well as computer readable data, written policies and procedures, accounting records of time and expenditures, time sheets, payroll registers, payroll records, cancelled payroll checks, subcontract files, change order files, back charge logs, invoices, and any other AE records which may have a bearing on matters of interest to the COUNTY in connection with the AE's dealings with the COUNTY to the extent necessary to adequately permit an evaluation and verification of any or all of the following: (1) compliance with Agreement requirements; (2) compliance with COUNTY business ethics /conflict of interest expectations; (3) compliance with E Page ff Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E Agreement provisions regarding the pricing of change orders; (4) accuracy of AE representations regarding pricing of invoices; (6) accuracy of AE representations related to claims submitted by AE or any AE payees. AE represents and agrees that failure by AE to maintain such records in compliance with this section precludes AE from maintaining any request or claim for compensation from or against COUNTY for any time periods for which such records were not kept, and constitutes a waiver by AE of any such claim(s) against County for such time period(s). AE shall also include a clause in its agreements with subcontractors, and shall require subcontractors to include a clause in its agreements with sub - subcontractors which reserves the right for a COUNTY representative to audit any cost, payment or settlement resulting from any items set forth in this agreement, during the performance of this agreement and for a period of not less than three years after final payment is made or until all disputes, appeals, litigation or claims arising from this agreement have been resolved, whichever is later. This clause shall also require subcontractors to retain all necessary records for a period of not less than three years after final payment is made or until all disputes, appeals, litigation or claims arising from this agreement have been resolved, whichever is later. If an audit or examination in accordance with this section discloses overpricing or overcharges (of any nature) by the AE to the COUNTY in excess of one percent (1 %) of the total contract billings, in addition to making adjustments for the overcharges, the AE shall reimburse the reasonable actual cost of the COUNTY's audit to the COUNTY. Any adjustments and/or payments which must be made as a result of such audit or examination shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of COUNTY's findings to AE. Notwithstanding this requirement, the COUNTY may exercise its right to offset, as described in Section 13 of the Agreement, for collection of any reimbursements due to the COUNTY as provided for in this section. 16. TERMINATION FOR CONVENIENCE Notwithstanding any other provision of this Agreement, COUNTY may, at any time, and without cause, terminate this Agreement in whole or in part, upon written notice to AE. Such termination shall be effected by delivery to AE of a notice of termination specifying the effective date of the termination and the extent of the work to be terminated. In the event of such termination, COUNTY shall pay AE amounts owing to it for the work completed prior to the effective date of the termination. Such payment shall be AE's sole remedy against COUNTY. Under no circumstances will AE be entitled to anticipatory or unearned profits, consequential or special damages, or other damages as a result of a termination or partial termination of this Agreement. 0 Page :91 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E 17. TERMINATION FOR DEFAULT Notwithstanding any other provision of this Agreement, if AE fails to perform any of its obligations under this Agreement, COUNTY may, without prejudice to any other rights or remedies it may have, cause further payment to be held in abeyance, and/or may terminate this Agreement by giving written notice to AE specifying the date of termination. In the event of such termination, COUNTY shall pay AE for the portion of services performed up to the date of termination, including approved reimbursable expenses incurred up to that time, less any sums as may be withheld by COUNTY in its sole discretion to cover all costs, claims, damages or losses incurred by COUNTY or likely to be incurred as a result of or in connection with AE's failure to perform. Such payment shall be AE's sole remedy against COUNTY. The COUNTY may set off against and deduct from any amounts payable to AE all damages suffered by COUNTY due to any such default and failure to perform by AE. If COUNTY has, as of the date of the termination of this Agreement, already paid AE an amount which exceeds the amount which may be due to AE, AE shall refund to COUNTY the excess amount promptly after notice from COUNTY. Under no circumstances will A -E be entitled to anticipatory or unearned profits or special damages as a result of a termination of this Agreement. In the event COUNTY does not insist upon strict performance by AE, or waives one or more of AE's defaults, such event(s) shall not be deemed or construed as a waiver or a relinquishment to any extent of any right of COUNTY to insist on strict performance or to assert a default on any future occasion, nor will such be deemed to amend or modify the terms of this Agreement. Nothing in this paragraph shall be construed or deemed to be a waiver of any remedy in law or in equity that COUNTY may have. 18. OBLIGATIONS UPON TERMINATION In the event of termination for convenience or for default, the AE shall immediately stop work in accordance with the notice and comply with any other direction as may be specified in the notice or as subsequently provided by COUNTY. AE shall insert in any contract with a subcontractor that the subcontractor shall stop work on the date of and to the extent specified in a notice of termination, and shall require all subcontractors at any tier to insert the same in any lower tier contracts. Upon termination, AE shall turn over to COUNTY all finished and unfinished reports, drawings, maps, data and architectural or engineering work or materials of any kind or quality prepared or generated in connection with the work under this Agreement, including providing copies on computer disks or other applicable media of all such work or materials that were prepared in electronic or digital form. 10 Pag3 'm Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E In addition, upon termination, AE shall immediately advise COUNTY of all outstanding agreements, subcontracts, rental agreements, and purchase orders which AE has with others pertaining to performance of the work, and shall furnish COUNTY with complete copies thereof upon request by COUNTY, AE shall assign to COUNTY, in form and content satisfactory to COUNTY, AE's title to materials and equipment for the work and all its interest in any agreements, subcontracts, rental agreements, and purchase orders designated by COUNTY. AE shall include provisions in all of its subcontracts, rental agreements, purchase orders, and other agreements related to its work under this Agreement providing that its rights thereunder may be assigned to COUNTY and that in the event of such assignment, the other contracting party agrees to be bound to the COUNTY, and shall require all subcontractors at any tier to insert the same in any lower tier contracts. 19. SUSPENSION OF WORK A. COUNTY'S Options COUNTY may at any time by written notice to AE suspend further performance of all or any portion of the work by AE. The notice of suspension shall specify the date of suspension and the estimated duration of the suspension. Upon receiving any such notice of suspension, AE shall promptly suspend further perfonmance of the work to the extent specified, and during the period of such suspension shall properly care for and protect all work in progress and information, materials, supplies, and equipment AE has on hand for performance of the work. Upon the request of COUNTY, AE shall promptly deliver to COUNTY copies of outstanding purchase orders, agreements, and subcontracts of AE for materials, equipment, and services for the work, and shall take such action relative to such purchase orders, agreements, and subcontracts as may be directed by COUNTY. COUNTY may at any time withdraw the suspension of performance of the work as to all or part of the suspended work by written, verbal, or facsimile notice to AE specifying the effective date and scope of withdrawal, and AE shall resume diligent performance of the work for which the suspension is withdrawn on the specified effective date of withdrawal. County recognizes that there may be additional cost associated with the suspension and later resumption of work. AE and County will negotiate a mutually agreeable payment to AE to offset such cost. B. No Agreement Modification No suspension or withdrawal of suspension shall entitle AE to any prospective profits or other losses or damages of any kind resulting from such suspension or withdrawal of suspension. Furthermore, no damages, compensation, or claims shall be payable or owing by COUNTY to AE for any inconvenience, interruption or cessation of AE's 11 Page 11 pf 56 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E business, or loss of income arising from any suspension or withdrawal of suspension. 20. LICENSES AND CERTIFICATES AE and each of its subcontractors at any tier, if any, shall maintain in full force and effect at all times during the term of this Agreement such licenses, registrations or permits as may be required by the State of California or any other local, regional, county, state or federal governmental entities. AE and its subcontractors at any tier, if any, shall strictly adhere to, and obey, all applicable laws, ordinances, rules, and regulations of any kind now in effect or as subsequently enacted or modified, as promulgated by any local, regional, county, state, or federal governmental entities. 21. RESPONSIBILITY FOR DAMAGES OR INJURY COUNTY and its officers and employees shall not be answerable or accountable in any manner for any loss or damages that may happen to the work or any part thereof; for any loss or damage to any of the materials or other things used or employed in performing the work; for injury to or death of any person, either workers or the public; or for damage to property from any cause which might have been prevented by AE, its subcontractors at any tier; or any of their workers, agents or anyone employed or otherwise retained by them or for which they may be deemed responsible. 22. INDEMNITY To the fullest extent permitted by law, the AE shall defend, indemnify, and hold harmless the COUNTY, its officers and employees from and against any and all claims, lawsuits, orders, judgments, damages, penalties, fines, costs, liabilities, losses or actions of every kind and description arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the AE. In the event an indemnitee is named as a defendant in any such lawsuit, the AE shall, at the request of the COUNTY, represent the indemnitee with qualified counsel approved in writing by the COUNTY. AE's indemnity obligation shall not apply in the event of any loss, damage, or expense arising from the sole and /or active negligence or willful misconduct of the COUNTY or its agents, servants or independent contractors. If judgment is entered against AE and the COUNTY by a court of competent jurisdiction because of the concurrent negligence of the COUNTY, its officers and employees, and the AE, then the AE and the COUNTY agree that such liability will be apportioned as determined by the trier of fact. Nothing in this Agreement shall be construed as authorizing any award of attorney's fees in any action on, or to enforce, the terms of this Agreement. The rights and obligations set forth in this paragraph shall survive the termination or completion of this Agreement. 12 Page ! Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E 23. ERRORS AND OMISSIONS hi the event of negligent errors or omissions of AE in performance of the work which result in expense to COUNTY greater than would have resulted if there were not errors or omissions in the work accomplished by AE, any additional design, construction and/or restoration expense, and any other losses or damages incurred by County as a result thereof shall be borne by AE. The COUNTY's making of payment under this Agreement, including final payment, shall not be deemed or construed as acceptance by COUNTY of any defective work or any errors or omissions by the AE. 24. DELAY A. Excuse If AE is delayed in performing any obligation under this Agreement by acts of civil or military authority, fires, floods, or earthquakes beyond the reasonable control of AE, such delay shall be excused and the period of such delay shall be added to the time for performance of the obligation delayed. B. Obligations In the event any delay due to the foregoing causes or events set forth in this paragraph occurs or is anticipated, AE shall promptly notify the COUNTY in writing of such delay or anticipated delay and the cause and estimated duration of such delay. In the event of any delay, whether such delay is excused or not, AE shall exercise due diligence to shorten and avoid the delay and shall keep the COUNTY advised as to the continuance of the delay and steps taken to shorten or terminate the delay, and any costs associated therewith. C. Partial Failure of Performance Partial failure of performance due to any delay shall not terminate the Agreement or excuse a failure by AE to resume performance of its obligations hereunder as promptly as possible upon termination of delay. D. Recovery Plan h=ediately upon learning of any event that may lead to a delay in the progress of the Scope of Services, AE shall prepare a plan for recovery to the original Project Schedule, including any associated costs, impacts or related effects thereof. Upon receipt of such plan, COUNTY may direct AE to execute the plan described, or a modification thereof. 13 Page 13 pf ;,, Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E 25. AE PERSONNEL A. Assigning and Assigned Personnel The key employees of AE and its subcontractors for this Project shall not be intentionally reassigned or removed from the Project without prior written consent of COUNTY. COUNTY shall be notified immediately of voluntary departure(s) of any key employees of AE and its subcontractors. AE shall not bill the COUNTY for the work of any personnel on the Project, whether or not considered to be key personnel, without COUNTY's prior written approval of the candidate by name and the candidate's specific hourly billing rate. AE will furnish the necessary personnel to complete the work on a timely basis in accordance with the Project Design Schedule. Upon request by COUNTY, AE shall submit a staff authorization request for proposed personnel and for a given job classification, upon which COUNTY will render a decision on whether the proposed personnel meets the qualifications sought under the Agreement. AE shall not be entitled to compensation for personnel who are removed from the project or the individuals who replace them without the written consent of JWA. B. Removal of Personnel at COUNTY's Discretion COUNTY may, at its sole discretion, require AE to remove any of its personnel and its subcontractors assigned to the performance of the Scope of Services. AE shall remove such person(s) and subcontractor(s) promptly after request from JWA. The AE shall make its best efforts to replace any person or subcontractor so removed within seven (7) days with a person or subcontractor of like qualifications acceptable to COUNTY. Alterations to AE's staff at COUNTY's or JWA's request do not constitute changes to the Scope of Services. C. Compliance with Employment Laws AE shall be solely responsible for complying with all laws pertaining to the employment of all of AE's personnel, including but not limited to, compliance with all applicable laws and regulations concerning workers' compensation, social security, unemployment insurance, hours of labor, services, working conditions, equality in employment, and like subjects affecting employers engaged in public projects as such. D. Qualifications/Licensing AE represents that all personnel and subcontractor(s) provided under this Agreement are fully qualified for the offices or positions to which they are assigned, and that they meet or exceed the qualifications for their positions. AE and each of its subcontractors at any tier, if any, shall maintain in full force and effect at all times during the term of this Agreement such licenses, registrations or 14 Page *4 f46 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E permits as may be required by the State of California or any other local, regional, County, State or Federal governmental entities. AE shall promptly inform COUNTY of any lapse of license, investigation, or disciplinary action against AE, its employees, or its subcontractors on this project. E. Subcontractors The retention of any subcontractor by the AE shall be approved in writing by the COUNTY. AE shall submit the proposed subcontractor's contract to COUNTY for its review upon request. AE shall ensure that the contract for each of its subcontractors providing services on this Project contain the requirements set forth in the following paragraphs of this contract: Accounting Records /Audit; Nondiscrimination; and County of Orange Child Support Enforcement. COUNTY may, at its sole discretion require AE to remove from the Project any of its subcontractors assigned to the performance of the Scope of Services. The AE shall remain responsible to the COUNTY for any and all services and obligations required under this Agreement, whether performed by AE or its subcontractors. AE shall pay each subcontractor in the time periods required by law. Any subcontractors employed by AE shall be independent contractors and not agents of the COUNTY. AE shall insure that its subcontractors satisfy all substantive requirements for the work set forth by this Agreement, including insurance and indemnification. 26. EMPLOYMENT ELIGIBILITY VERIFICATION The AE warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Agreement meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The AE shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. AE shall retain all such documentation for all covered employees for the period prescribed by the law. The AE shall indemnify, defend with counsel approved in writing by COUNTY, and hold harmless, the COUNTY, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the AE or the COUNTY or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. 27. ASSIGNMENT AE shall not assign any right, nor delegate any duty, under this Agreement, or any portion thereof, without the written consent of COUNTY, first had and obtained. Any 15 Pags T Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E attempted assignment or delegation without COUNTY's prior written consent shall be void. 28. SOLE AND ONLY AGREEMENT This Agreement constitutes the sole and only agreement between the parties hereto with respect to the services herein described, and correctly sets forth the obligations of each party. Any representations or agreements not specifically contained herein are null and void. Any amendments hereto shall be made in writing, effective only when signed by both parties. 29. NO WAIVER BY COUNTY In the event the COUNTY does not insist upon strict performance by AE or does not exercise a right or option herein conferred, such event shall not be deemed or constructed as a waiver or a relinquishment to any extent of any right of COUNTY to insist on strict performance or to assert or rely upon any such terms, rights or options on any future occasion. 30. INSURANCE Prior to the provision of services under this contract, the AE agrees to purchase all required insurance at AE's expense and to deposit with COUNTY Certificates of Insurance, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this Agreement have been complied with and to keep such insurance coverage and the certificates therefore on deposit with COUNTY during the entire term of this contract. COUNTY reserves the right to request the declarations page showing all endorsements and a certified copy of the policy. In addition, all subcontractors performing work on behalf of AE pursuant to this Agreement shall obtain insurance subject to the same terms and conditions as set forth herein for AE. However for subcontractors the Professional Liability is applicable to licensed professionals only and the $1,000,000 Auto Liability limit applies if access is granted to the airfield. . All other vehicles must carry a minimum limit of $1,000,000. All self - insured retentions (SIRS) or deductibles shall be clearly stated on the Certificate of Insurance. If no deductibles or SIRS apply, indicate this on the Certificate of Insurance with a 0 by the appropriate line of coverage. Any deductible or SIR in an amount in excess of $25,000 ($5,000 for automobile liability), shall specifically be approved by the County Executive Office (CEO) /Office of Risk Management. AE shall be responsible for reimbursement of any deductible to the insurer. If the AE fails to maintain insurance acceptable to COUNTY for the full term of this contract, COUNTY may terminate this contract. A. Qualified Insurer 16 Pa9S V19 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier) or have a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category) as determined by the most current edition of the Best's Key Rating Guide /Property- Casualty /United States or ambest.com If the insurance carrier is not an admitted carrier in the state of California and does not have an A.M. Best rating of A- /VIII, the CEO /Office of Risk Management retains the right to approve or reject carrier after a review of the company's performance and financial ratings. B. Coverage Limits The policy or policies of insurance maintained by the AE shall provide the minimum limits and coverage as set forth below: Coverage Commercial General Liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employers' Liability Insurance Professional Liability Insurance C. Required Coverage Forms Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 combined single limit per occurrence Statutory $1,000,000 per occurrence $1,000,000 per claims made or per occurrence The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. D. Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 17 Pa9S "r ,� Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E 1) An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds. 2) A primary non - contributing endorsement evidencing that the AE's insurance is primary and any insurance maintained by the County of Orange shall be excess and non - contributing. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, employees and agents. All insurance policies required by this contract shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. All insurance policies required by this Agreement shall give the County of Orange thirty (30) days notice in the event of cancellation and ten (10) days notice for non- payment of premium. This shall be evidenced by policy provisions or an endorsement separate from the Certificate of Insurance. If AE's Professional Liability policy is a "claims made" policy, AE shall agree to maintain professional liability coverage for two years following completion of contract. The Commercial General Liability policy shall contain a severability of interests clause (standard in the ISO CG 001 policy). Insurance certificates should be forwarded to the COUNTY at the address listed in the NOTICES section of this Agreement or to an address provided by the Airport Director. If the AE fails to provide the insurance certificates and endorsements within seven (7) business days after this Agreement has been awarded, the Agreement may be cancelled and award may be made to the next qualified vendor. COUNTY expressly retains the right to require AE to increase or decrease insurance of any of the above insurance types throughout the term of this Agreement. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect COUNTY. COUNTY shall notify AE in writing of changes in the insurance requirements. m Page 18 34f Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E If AE does not deposit copies of acceptable certificates of insurance and endorsements with COUNTY incorporating such changes within thirty (30) days of receipt of such notice, this Agreement may be in breach without further notice to AE, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit AE's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer. 31. ACCIDENTS All job site and other project- related accidents, injuries, and illnesses sustained by AE's or subcontractors' employees who require medical attention (other than first aid), shall be orally reported to COUNTY at the time of the incident. Written reports, satisfactory in form and content to COUNTY shall be submitted by AE promptly after each such incident. 32. PATENT INDEMNITY The AE shall indemnify and hold harmless the COUNTY, its agents, officers, and employees from and against any and all liability, including costs for infringement or dilution of any United States letters, patent, or any other intellectual property contained in the AE's drawings and specifications that are created or provided under this Agreement. 33. INDEPENDENT CONTRACTOR AE is an independent contractor. Nothing in this Agreement shall be deemed to make AE, its subcontractors, or any of their respective officers, employees, representatives, or agents, the agents or employees of COUNTY. AE shall have responsibility for and control over the details and means for performing the work provided that AE is in compliance with the terms of the Agreement. Anything in this Agreement which may appear to give COUNTY the right to direct AE as to the details of the performance of the work or to exercise a measure of control over AE shall mean that AE shall follow the desires of COUNTY only with respect to the results of the work. 34. NON - EMPLOYMENT OF COUNTY EMPLOYEES BY AE AE agrees that it will neither negotiate, offer, or give employment to any full -time, regular employee of COUNTY in professional classifications of the same skills required for the performance of this Agreement who is involved in this Project in a participatory status during the life of this Agreement regardless of the assignments said employee may be given or the days or hours employee may work. 19 Page 9 l Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E 35. NO ALTERATION OF AGREEMENT TERMS AE has no authority to alter, modify, amend, or change the terms of this Agreement or any agreement entered into with COUNTY or any agreement for any work to be performed on or relating to this Project, except as provided in Section 14 herein, entitled Changes in Scope of Services. 36. COMPLIANCE WITH LAWS AE shall comply with and give all notices required by all laws, ordinances, rules, regulations, and lawful orders of government authorities applicable to the AE's performance of the Scope of Services and all other provisions of this Agreement. AE shall promptly notify COUNTY in writing if AE has reason to believe that any part of AE's work is at variance with any law, ordinance, code, rule, or regulation of public authority. If the AE performs any work that is contrary to laws, statutes, ordinances, building codes, and rules and regulations applicable to the Project, the AE shall assume full responsibility for such work and shall indemnify and hold COUNTY harmless for all costs, losses or damages attributable thereto. 37. BUSINESS ETHICS AE employees, agents, subcontractors, vendors (or their representatives) shall not make or cause to be made any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, substantially discounted work, or any other considerations to (1) COUNTY representatives, employees, or their relatives, or (2) representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this project. AE employees (or their relatives), agents, or subcontractors shall not receive any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, or substantially discounted work or any other considerations from representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this project. AE agrees to notify a designated COUNTY representative within 48 hours of any instance where the AE becomes aware of a failure to comply with the provisions of this section. 38. NONDISCRIMINATION A. Compliance with Regulations The AE shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time 20 Page Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E (hereinafter referred to as the Regulations), which are incorporated herein by reference and made a part of this Agreement. B. Nondiscrimination The AE, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. AE shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations, either by competitive bidding or negotiation, made by AE for work to be performed under a subcontract, including procurement of materials or lease of equipment, each potential subcontractor or supplier shall be notified by AE of AE's obligations under this Agreement and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports AE shall provide all information and reports required by the regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information required of AE is in the exclusive possession of another who fails or refuses to furnish this information, AE shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance In the event of AE's noncompliance with the nondiscrimination provisions of this Agreement, the COUNTY shall impose such Agreement sanctions as it or the FAA may determine to be appropriate, including but not limited to: 1) Withholding of payments to AE under the Agreement until AE complies, and/or 2) Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Incorporation of Provisions 21 PageS51 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E The AE shall include the provisions of subparagraphs A through E of this paragraph in all of its subcontracts and other agreements pertaining to the work under this Agreement, including procurement of materials and leases of equipment, unless exempt by the regulations or directives issued thereto. The AE shall take such action with respect to any subcontract or procurement as the sponsor (COUNTY) or the FAA may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, in the event AE becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, AE may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, AE may request the United States to enter into such litigation to protect the interests of the United States. 39. DISADVANTAGED BUSINESS ENTERPRISE (DBE) (N /A) A. Policy It is the policy of JWA, under the direction of its governing body, the Orange County Board of Supervisors, to promote the objectives of the Department of Transportation with respect to the participation of Disadvantaged Business Enterprises (DBEs) in DOT — assisted contracts. This policy has been formulated to comply with 49 CFR Part 26. The objectives of the program are as follows: 1) To ensure nondiscrimination in the award and administration of DOT - assisted contracts in the Department's highway, transit, and airport financial assistance programs; 2) To create a level playing field on which DBEs can compete fairly for DOT - assisted contracts; 3) To ensure that the Department's DBE program is narrowly tailored in accordance with applicable law; 4) To ensure that only firms that fully meet this part's eligibility standards are permitted to participate as DBEs; 5) To help remove barriers to the participation of DBEs in DOT - assisted contracts; 6) To assist the development of firms that can compete successfully in the marketplace outside the DBE programs; and 7) To provide appropriate flexibility to recipients of Federal financial assistance in establishing and providing opportunities for DBEs. JWA has in the past, as a matter of both principle and law, established an Affirmative 22 Page 2,nf� Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E Action Program to ensure that no person is discriminated against on the grounds of race, color, national origin or sex in any program associated with the airport. JWA administers a DBE program in compliance with 49 CFR Part 26. B. DBE Obligation (Federally Funded Projects) (N /A) The AE agrees to ensure that disadvantaged business enterprises, as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under this Agreement. In this regard, all contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. C. Assurances (Federally Funded Projects) (N /A) The AE, contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT - assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate. 40. COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT In order to enhance the child support collection efforts of the County of Orange Family Support Enforcement, AE is required to provide the following information as listed on the attached form: • If the AE is an individual contractor: Name, date of birth, social security number, and residence address. • If AE is doing business in a form other than as an individual: Name, date of birth, social security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity. In addition, the AE must provide: • A certification that the AE has fully complied with all applicable federal and state reporting requirements regarding its employees, and • A certification that the AE has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. 23 Page 33__� Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E Information provided shall be transmitted to the COUNTY'S Child Support Office, which has been charged with the establishment and enforcement of child support orders. Copies shall not be retained by the requesting agency. Failure of the AE to submit the data and /or certifications required above or to comply with all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the contract. Failure to cure such breach within 60 calendar days of notice from the COUNTY shall constitute grounds for termination of this Agreement. (JWA Child Support Enforcement documents found at the end of this Agreement) 41. NOTICES All notices between the parties to this Agreement shall be sent to the following addresses: For County: For Architect - Engineer: John Wayne Airport Kathleen Brady Deputy Airport Director, Facilities BONTERRA CONSULTING 3160 Airway Avenue 2 Executive Circle, Suite 175 Costa Mesa, CA 92626 Irvine, CA 92614 42. GOVERNING LAW AND VENUE A. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the PARTIES hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure, Section 394. B. The PARTIES specifically agree that by soliciting and entering into and performing PROJECTS /SERVICES under this Agreement, the AE shall be deemed to constitute doing business within Orange County from the time of solicitation of work, through the period when all PROJECTS /SERVICES under this Agreement is completed, and continuing until the expiration of any applicable limitations period. 43. ATTORNEY'S FEES In any action or proceeding to enforce or interpret any provision of this Agreement, or where any provision hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and expenses. 24 Page DJ 4 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E 44. WAIVER OF JURY TRIAL Each PARTY acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each PARTY, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any PARTY hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Agreement and/or any other claim of injury or damage. 45. CONTRACT CONSTRUCTION The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendment or appendices hereto. 46. INTERPRETATION A. Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. B. In addition, each PARTY has been represented by experienced and knowledgeable independent legal counsel of their own choosing, or has knowingly declined to seek such counsel despite having the opportunity to do so. C. Each PARTY further acknowledges that they have not been influenced to any extent whatsoever in executing this Agreement by any other PARTY hereto or by any person representing them, or both. D. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the PARTY that has drafted it is not applicable and is waived. E. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the purpose of the PARTIES and this Agreement. 47. SEVERABILITY If any part of this Agreement is held, determined, or adjudicated to be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. 25 Page 5 of 5 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E 48. HEADINGS The various headings and numbers herein, the grouping of provisions of this Agreement into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. 49. JWA INFORMATION TECHNOLOGY NETWORK A. COUNTY shall provide connection to its Information Technology network in support of AE's required access to JWA's Project Management System Oracle Primavera Unifier (Unifier). B. The AE shall submit to COUNTY the following JWA User Access Request Form within seven (7) days following Contract Award. The JWA User Access Request Form is required for each employee to access Project documentation, including, but not limited to correspondence, monthly reports, schedules, RFIs, daily reports, payment applications, deliverables /submittals, change documentation, plans and drawings, and all other communication. C. JWA will create the user ID with approved access rights and provide an initial password to the user in a secure manner. As remote users, the AE's personnel shall acknowledge and comply with the following JWA Portal Usage Policy. D. Such internet connection will allow the AE secured access to the Unifier Project Document Management System. E. The AE shall use the Unifier Project Document Management System. Unifier shall be the AE's exclusive means of communication with JWA and its representatives for all Project documentation. F. JWA Process for Gaining Access to JWA Systems: There are two forms required to be filled out to obtain equipment, software, and/or access to JWA systems: • IT Usage Policy Acknowledgement • User Access Request Form — Non - County Employees The requester shall fill out the Contractor User Information section, Sections 2, 3, 4 if applicable and then sign within Section 5. The User Access Request Form will not be processed without your company manager's signature in Section 6. Once you have filled out the form and obtained your company manager's signature please submit the form to the JWA Project Manager. The JWA Project Manager will then obtain the JWA Manager's signature in Section 6 to begin processing the request through JWA IT Section. For Unifier access, new companies may take as long as a week to process; existing companies with new access requests should only require one to three business days to process. Once completed, the requestor will receive two separate e -mails from the JWA 26 Page _: ,50 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E IT Section. The first will have your user name and the other will have your password, respectively. The first time you log on the web -based application you will be required to reset your password and configure your settings. Help Desk: If you experience any errors or have difficulties with any of the equipment /software, a request must be submitted to the Help Desk at (949) 852 -4004. You will need to provide your name, e-mail, phone number, location, and a brief description of the problem. Once the information is entered into the system, a call ticket will be created and sent to a JWA IT representative, who will contact you within one to three business days. G. JWA will provide Unifier system training upon receipt of the JWA User Access Request Form(s) shown below. 1) Unifier Training: For Unifier Training, please contact the JWA Project Manager to schedule a time and date. For Document Locator Training and/or other software, please contact the JWA Project Manager or submit a Help Desk Request. Please note that if you have not logged on to Unifier within a 30 day period your account will be deactivated. To reactive your account, please submit a help desk ticket for Unifier reactivation. Also, after 4 failed attempts to log on you will be locked out of Unifier. To unlock your account and reset your password please call in a help desk ticket. 2) Access to Unifier Document Manager: If you need access to a folder in Unifier Document Manager please contact the JWA Project Manager. (JWA Information Technology Usage Policy is found at the end of this Agreement) SIGNATURE PAGE TO FOLLOW 27 Pag�7 of FR Attachment E 10]:1011 M.rI MOM M;101dY A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO. 280- 280 - 1900- P312 -E IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. Dated: Signed and certified that a copy of this document has been delivered to the Chair of the Board. SUSAN NOVAK Clerk of the Board of Supervisors of Orange County, California go COUNTY OF ORANGE Chair of the Board of Supervisors ARCHITECT- ENGINEER Signature and Title Signature and Title * /fAE is a corporation, signatures of tnvo specific corporate officers are required as further set forth: • The first signature must be one of the following: a) the Chairman of the Board; b) President, or c) any Vice President. • The second signature must be one of the follorving: a) Secretary; b) the Chief Financial Officer, c) any Assistant Secretary; or d) any Assistant Treasurer. • In the alternative, a single corporate signature is acceptable rvhen accompanied by a corporate resolution demonstrating the legal authority of the signature to bind the company. APPROVED AS TO FORM: COUNTY COUN By Depu Counsel Dated: % zcl ku Page 28 of 56 S52 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E PAGE INTENTIONALL LEFT BLANK (JWA Information Technology Usage Policy and Child Support Enforcement Documents to Follow) 29 Page�9 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E County of Orange Information Technology Usage Policy 1 INTRODUCTION: The County of Orange Information Technology (IT) Usage Policy Is the foundation of the County's Information security efforts. Each member of the County workforce is responsible for understanding his/her role in maintaining County IT security. This policy summarizes your Information technology responsibilities. To learn more about information security, please see the Information Technology Security Policy. Complete Section 5: Acknowledgement after you have finished reading this document. Your signature on the Acknowledgement indicates that you understand and will comply with County security policy. If you disregard security policies, standards, or procedures, you can be subject to County and agency - specific disciplinary action. 2 TERMS YOU NEED TO KNOW: Authentication The process of verifying the identity of anyone who wants to use County information before granting them access. Back Up To copy files to a second medium (for example, a disk or tape) as a precaution in case the first medium falls. Confidentiality / An agreement that outlines sensitive materials or knowledge that Non - Disclosure Agreement two or more parties wish to share with one another. By way of such agreement, the parties to the agreement agree not to share or discuss with outside parties the information covered by the agreement. System or Software Highly important files that control the operation of entire systems Configuration Files or software. Electronic Communication Messages sent and received electronically through any electronic text or voice transfer/storage system. This includes e-mail, text messages, instant messages (IM) and voicemail. Encryption The translation of data into a secret code. Encryption is the most effective way to achieve data security. To read an encrypted file, you must have access to a secret key or password that enables you to decrypt it. Unencrypted data is called plain text; encrypted data is referred to as cipher text. Information Security Safeguarding an organization's data from unauthorized access or modification to ensure its availability, confidentiality, and integrity. Information Technology (IT) The broad subject concerned with all aspects of managing and processing information within an organization. Local Security Administrator The person at each agency who is responsible for the operational (LSA) maintenance of IT security resources within the agency. Network Two or more linked computer systems. There are many different types of computer networks. Password Sequence of characters (letters, numbers, symbols) used in combination with a User ID to access a computer system or network. Passwords are used to authenticate the user before s/he gains access to the system. Inlorrnamn Tetlmology usage Policy January 2010 Peg.1 30 Page.5Otif Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E County of Orange Information Technology Usage Policy Personally Identifiable Information (PII) User User ID Virus / Malicious Software Workforce Member 3 POLICY OVERVIEW Any piece of information that could be used to uniquely identify, contact, or locate a single person. Examples include: full name; national identification number; email address; IP address; driver's license number; and Social Security Number. Any individual who uses a computer. Unique name given to a user for identification to a computer or telephone network, database, application, etc. Coupled with a password, it provides a minimal level of security. A software program that interferes with computer operation, damages or destroys electronic data, or spreads itself to other computers. Viruses and malicious software are often transmitted via email, documents attached to email, and the Internet. Any member of the County workforce, including employees, temporary help, contractors, vendors and volunteers. As a member of the County workforce, you are expected to comply with the County's Informafion Technology Usage Policy. Your agency may have additional policies that you must follow as part of your lob. The following are key concepts of the County's policy: • information created or used In support of County business activities Is the property of the County. • Your assigned Information technology resources are meant to facilitate the efficient and effective performance of your duties. It is your responsibility to ensure that resources are not misused and that you comply with policy. • If you need to access confidential information as part of your duties, you will be asked to sign a confidentiality or non - disclosure agreement before you access the County network. • Many County facilities house sensitive or critical information systems. You are expected to comply with all physical access controls designed to restrict unauthorized access. • You may not remove County equipment or data in any format from the workplace unless you have received prior written approval from your supervisor or manager. The use of the network and Intemet is a privilege, not a right. If you violate policy, you may lose your network and/or Internet access. The County may refuse to reinstate your access for the remainder of your employment at the County. The County may also take other disciplinary action as appropriate under County policy, departmental policy and applicable employment MOUs. 4 YOUR RESPONSIBILITIES Your security responsibilities fall under several different Information Technology categories. Each category and the key responsibilities associated with it are listed below: Inrmmatlon Technology Usage Policy January 2010 Page 2 31 Pagegi f 5fi Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E County of Orange Information Technology Usage Policy USER IDs AND PASSWORDS • You will be issued a network user ID unique to you. Only you may use your user ID to access County resources (e.g. computer, telephone, FAX). • You will be issued a default password at the same time as your user ID. You will be prompted to change your password the first time you log in to the system. • Do not share user IDs and passwords with other users or individuals, including coworkers and supervisors. Treat your password as sensitive and highly confidential information. • You are agreeing to follow the Information Technology Usage Policy when you accept a password from the County and use it to access the County data or telephone networks, the Internet, or the Intranet • Change your password immediately if you think someone else knows it. Report your suspicions to management. • If you lose or forget your password, you are required to request a password reset. No one else can do it for you. HARDWARE AND SOFTWARE • The County will provide, and employees may request, peripheral equipment such as ear buds for cellular phones or Blackberry devices, as may be necessary to enable compliance with all local laws which pertain to the use of mobile communicafion equipment or the individual workplace needs for the employee to perform his or her employment. • Never download or install any hardware or software without prior written approval of your agency IT representative. • Do not make any changes to system and/or software configuration files unless specifically authorized in writing by your agency IT. • Maintain your business data files on a network (or "shared ") drive so that they can be backed up according to your agency's regular backup schedule. • Use the "lock workstation" feature any time you leave your workstation logged on to the network and you are away from your desk. • Do not connect a County laptop or other mobile device to the network unfit it has been scanned for viruses and malicious software. • Fallow the authentication procedures defined by your agency whenever you log in to the County network via Remote Access. • Do not attempt to connect your workstation, laptop, or other computing device to the Internet via an unauthorized wireless or other connection while simultaneously connected to any County network. • Retain original software installed on your computer if it Is provided to you. The software must be available when your system is serviced in case it needs to be reinstalled. • Do not keep liquids or magnets on or near computers, as they can cause serious damage. • Ensure that your equipment is plugged into a surge protector at all times. Information Technology Usage Policy January 2010 Page 3 32 Page332p%5� Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E County of Orange Information Technology Usage Policy • Report all computer problems in detail on the appropriate form and /or when you contact the County Service Desk or discuss the problem with your agency's Help Desk. • Report equipment damage immediately to the County Service Desk or your agency's Help Desk. EMAIL and TELEPHONE • The e-mail and telephone systems and networks are primarily for official County business. • Management can freely Inspect or review electronic mail and data files including voicemail. Employees should have no expectation of privacy regarding their Internet usage, electronic mail or any other use of County computing or telephone equipment. • Do not use a County email account or voicemail box assigned to another Individual to send or receive messages unless you have been authorized, in writing, to act as that individual's delegate. Use of personal Internet (external) email systems from County networks and /or desktop devices is prohibited unless there is a compelling business reason for such use and prior written approval has been given by agency management and agency IT. • Do not configure or use automated forwarding to send County email to Intemet -based (extemal) email systems unless specifically authorized to do so, in writing, by County management. • Send confidential information via email only with the written permission of management and only via an approved method. Mark the email according to agency policy. • Treat confidential or restricted files sent as attachments to email messages as confidential or restricted documents. This also applies to confidential or restricted information embedded within an email message as message text or a voicemail message. • Do not delete email or voicemail messages or other data if management has Identified the subject matter as relevant to pending or anticipated litigation, personnel investigation, or other legal processes. THE INTERNET / INTRANET • Intemeb'Intranet access is primarily for County business. • You may access the Internet for limited personal use only during nonworking time and in strict compliance with policy. If there is any doubt about whether an activity is appropriate, consult with your Department Head or his/her designee. INFORMATION SECURITY • Treat hardcopy or electronic Personally Identifiable Information (Pit) as confidential and take all precautions necessary to ensure that it is not compromised. Intentional - or even accidental - disclosure of PII to unauthorized users is a violation of policy. • Don't leave Pit unattended or unsecured for any period of time. • Be sure to follow your agency's policy for disposing of confidential data. This may include the physical destruction of data through shredding or other methods. • Information created. sent, stored or received via the email system, network, Internet, telephones (including voicemail), fax or the Intranet is the property of the County. Information Technology Usage Policy January 2010 Page 4 33 Page -233 � Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E County of Orange Information Technology Usage Policy o Do not expect information you create and store on County systems, including email messages or electronic files, to be private. Encrypting or using other measures to protect or "lack" an email message or an electronic file does not mean that the data are private. o The County reserves the right to, at any time and without notice, access, read and review, monitor, and copy all messages and files on Its computer system as it deems necessary. o The County may disclose text or images to law enforcement without your consent as necessary. PROHIBITED ACTIVITY Unless you are specifically authorized by your manager or agency in writing, the following uses are prohibited by the Information Technology Security Policy: • Using, transmitting, or seeking inappropriate or offensive materials, including but not limited to vulgar, profane, obscene, abusive, harassing, belligerent, threatening, or defamatory (harming another's reputation by Iles) language or materials. • Accessing, attempting to access, or encouraging others to access controversial or offensive materials. • Revealing PII without permission, such as anthers home address, telephone number, credit card number or Social Security Number. • Making offensive or harassing statements or Jokes about language, race, color, religion, national origin, veteran status, ancestry, disability, age, sex, or sexual orientation. • Sending or soliciting sexually oriented messages, images, video or sound files. • Visiting sites featuring pornography, terrorism, espionage, theft, drugs or other subjects that violate or encourage violation of the law. • Gambling or engaging In any other activity in violation of local, state, or federal law. • Uses or acfivities that violate the law or County policy or encourage others to violate the law or County policy. These include: o Accessing, transmitting, or seeking confidential information about clients or coworkers without proper authorization. c Intruding, or trying to Intrude, Into the folders, files, work, networks, or computers of others, or Intercepting communications intended for others. o Knowingly downloading or transmitting confidential information without proper authorization. • Uses that cause harm to others or damage to their property, including but not limited to: • Downloading or transmitting copyrighted materials without the permission of the copyright owner. Even if materials on the network or the Internet are not marked with the copyright symbol, ©, assume that they are protected under copyright law. • Using someone else's password to access the network or the Internet. • Impersonating another user or misleading message recipients into believing that someone other than the authenticated user is communicating a message. IMomralion Technology Usage Policy January 2010 Page 5 34 Peas 34 Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E County of Orange Information Technology Usage Policy • Uploading a virus, other harmful component, or corrupted data or vandalizing any part of the network. • Creating, executing, forwarding, or introducing computer code designed to selfreplicate, damage, or impede the performance of any computers memory, storage, operating system, application software, or any other functionality. • Engaging In acfivities that jeopardize the security of and access to the County network or other networks on the Internet. • Downloading or using any software on the network other than that licensed or approved by the County. • Conducting unauthorized business or commercial activities including, but not limited lo: • Buying or selling anything over the Internet. • Soliciting or advertising the sale of any goods or services. o Unauthorized outside fund - raising activities, participation in any lobbying activity, or engaging in any prohibited partisan political activity. o Posting County, department and /or other public agency information to external news agencies, service bureaus, social networking sites, message boards, blogs or other forums. • Uses that waste resources, including, but not limited to: o Printing of personal files. o Sending chain letters for any reason. • Including unnecessary recipients on an email. Only copy others on an email or voicemail message who should be "in the loop" on the topic addressed. • Indiscriminate use of distribution lists. Before using a distribution list, determine whether or not it is appropriate for everyone on that list to receive the email. • "All hands" emails. Emails of this type are to be sent only after management permission has been obtained. Information Technology Usage Policy January 2010 Page b 35 Page S oft) o Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E County of Orange Information Technology Usage Policy 5 ACKNOWLEDGEMENT • If you violate security policies, standards, or procedures, you can be subject to County and agency - specific disciplinary action up to and including discharge. By signing this document, I acknowledge that I have read, understand and will comply with this County of Orange Information Technology Usage Policy. I understand that the complete Information Technology Usage Policy is available for me to review on the County's intranet. I also may request a copy from the County Service Desk, my agency's Help Desk, or my agency's Local Security Administrator. Workforce Member Name (please print): Workforce Member Signature: Agency /Department: Date: Information Technology Usage Policy January 2010 Page 7 36 Pag�6pf c56 Attachment E 74 �W JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO. 280 - 280 - 1900- P312 -E CONTRACTOR USER INFORMATION User Access User Name (First): Request Form: Contractors and Non - County Employees 2. HARDWARE REQUESTED ❑ Desktop Computer ($1600)* ❑ Portable Computer ($2300)* Title: Phone: Company Name: e -mail: Supervisor's Name: Project(s): Start Date: ❑ Telephone ($50 /month) ❑ Other : * Standard PC setup: MS Windows Vista and Office 2007 (Outlook, Word, Excel, PowerPoint, Anti -virus and Adobe Reader). 3. ACCESS REQUESTED ❑ JWAIR User ID E -mail ❑ Document Locator Webtools only ($650) ❑ Skire /Unifier ($2,000) ❑ Off -site remote access (JWA laptop only) ❑ Other: 4. ADDITIONAL REQUIREMENTS, NOTES 5. User SIGNATURE Note for all initial User Access Requests: A signed IT Usage Policy Acknowledgement In must be submitted with this request. See your Project Manager for details. Signature Date 6. APPROVAL 7.Please Return Completed form Company Manager JWA Manager and signed Policy to: Tim Harris Print Name Print Name Chief Technology Officer John Wayne Airport Signature date Signature date 13160 Airway Ave, Costa Mesa Please note: Depending on items requested, completion of Access Requests may take between 24 -72 hours, with equipment/software purchases taking longer. If you have questions regarding the status of your request, please contact the Service Desk. 949 -852 -4004. 37 Pa93�C L* Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT CERTIFICATION REQUIREMENTS A. In the case of an individual contractor, his /her name, date of birth, Social Security number, and residence address: Name: D.O.B.: Social Security No: Residence Address: B. For contractor doing business in a form other than as an individual: The name, date of birth, social security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity (if no individual owns 10 percent or more, write "N /A "): Name: D.O.B.: Social Security No: Residence Address: Name: D.O.B.: Social Security No Residence Address Name: D.O.B.: Social Security No: Residence Address: (Additional sheets may be used if necessary) m Paget 0 � Attachment E JOHN WAYNE AIRPORT A -E ENVIRONMENTAL IMPACT REPORT PREPARATION SERVICES BONTERRA CONSULTING PROJECT NO.280- 280 - 1900- P312 -E CHILD SUPPORT ENFORCEMENT CERTIFICATE `I certify that is in full compliance with all applicable federal and state reporting requirements regarding its employees and with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of Contract with the County of Orange. I understand that failure to comply shall constitute a material breach of the contract and that failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the contract. Signature * Please Print Name Title Date Signature * Please Print Name Title Date Company Name Project Number * Two signatures required if a corporation. 39 Pageg,gj Attachment E APPENDIX 1 SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services for John Wayne Airport Project No. 280 - 280 - 1900- P312 -E INTRODUCTION AND PROJECT UNDERSTANDING Following adoption of the 1985 John Wayne Airport (JWA) Master Plan and the certification of Environmental Impact Report (EIR) 508, litigation related to the Master Plan and EIR 508 was initiated against the County Superior Court by the City of Newport Beach and two citizens groups, Stop Polluting Our Newport (SPON) and the Airport Working Group (AWG). In addition, in April 1985, pending in the California Court of Appeals for the Fourth District was an appeal by the County from an earlier trial court ruling made under the California Environmental Quality Act (CEQA) regarding an earlier Master Plan for JWA that the County adopted in 1981 ( "the 1981 Master Plan "), and its related EIR 232. In the summer of 1985, the County of Orange, the City of Newport Beach, SPON, and AWG (i.e., the Settlement Agreement signatories) reached a comprehensive agreement settling all pending actions and claims related to the 1985 Master Plan, EIR 508, and the pending appeal in the 1981 Master Plan /EIR 232 litigation. The 1985 Settlement Agreement required certain modifications to various mitigation measure restrictions originally adopted by the County at the time it certified EIR 508. The original term of the Settlement Stipulation required that it remain in effect through December 31, 2005. In February 2003, the signatories agreed to extend the Settlement Agreement until December 31, 2015, with modifications. The terms of the 2003 Settlement Agreement allows for, in part (1) a maximum of 85 Class A Average Daily Departures (ADDS) for passenger commercial air carrier service; (2) a maximum of four Class A ADDs for commercial cargo service; (3) 10.8 million annual passengers (MAP); and (4) terminal improvements to allow for a maximum of 20 passenger loading bridges. The majority of improvements to the JWA facilities have been implemented. The Settlement Agreement signatories have discussed extending the Settlement Agreement through December 31, 2030 and the curfew provisions until December 31, 2035. Through these discussions, a proposed project and three alternative scenarios have been developed. The key provisions of the project and each of the alternatives are presented in Table 1. Prior to any action on the project, an environmental document that evaluates the potential environmental effects of approving the modifications to the Settlement Agreement would need to be prepared pursuant to CEQA. It has been agreed by the Settlement Agreement signatories that the CEQA document will be an EIR and will evaluate the proposed project, Alternatives A through C, and the No Project Alternative all at an equal level of detail. No federal action is required; therefore, no documentation pursuant to the National Environmental Policy Act (NEPA) is required. Page 4 Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E TABLE 1 KEY PROVISIONS OF THE ALTERNATIVES TO BE EVALUATED IN THE JOHN WAYNE AIRPORT SETTLEMENT AGREEMENT EIR Principal Restrictions Proposed Project Alternative A Alternative B Alternative C Term Through Through Through Not Applicable December 31, 2030 December 31, 2030 December 31, 2030 Curfew Through Through Through Through December 31, 2035 December 31, 2035 December 31, 2035 December 31, 2020 Annual Passenger Limit (million annual passengers [MAP]) January 1, 2016 to 10.8 MAP 10.8 MAP 10.8 MAP 16.9 MAP December 31, 2020 January 1, 2021 to 11.8 MAP 11.4 MAP 13.0 MAP 16.9 MAP December 31, 2025 January 1, 2026 to 12.2 or 12.5 MAP' 12.8 MAP 15.0 MAP 16.9 MAP December 31, 2030 Passenger Flights (Class A ADDS for passenger service) January to 2 December r 31, 1, 2 020 85 Class A ADDs 107 Class A ADDs ( +22) 100 Class A ADDS ( +15) 228 Class A ADDS ( +143) January 1, 2021 to December 31, 2025 95 Class A ADDs ( +10) 120 Class A ADDs ( +13) 110 Class A ADDs ( +10) 228 Class A ADDs ( +0) January 1, 2026 to December 31, 2030 95 Class A ADDs 135 Class A ADDs ( +15) 115 Class A ADDs ( +5) 228 Class A ADDs ( +0) Cargo Flights (Class A ADDs for all -cargo service) January 1, 2016 to 4 Class A ADDs 4 Class A ADDs 4 Class A ADDs 4 Class A ADDs December 31, 2030 Passenger Loading Bridges January 1, 2016 to 20 20 20 No Limit December 31, 2020 January 1, 2021 to No Limit No Limit No Limit No Limit December 31, 2030 Table Notes: Alternative A was delineated based on information contained in the FAA's APO Terminal Area Forecast Detail Report" (dated January 2013). Alternative B was delineated based on input from JWA's commercial air service providers. Alternative C was delineated based on the physical capacity of JWA's airfield. Trigger for capacity increase to 12.5 MAP: air carriers must be within 5 percent of 11.8 MAP (i.e., 11.21 MAP) in any one year during the January 1, 2021 through December 31, 2025 time frame. 2 APPENDIX 1 Page 4� f Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E BonTerra Consulting will be responsible for the preparation of the EIR and will report directly to JWA staff. Under separate contracts, JWA will have other consultants prepare stand alone technical studies for noise, traffic, air quality, and aviation components of the project. These technical studies will be reviewed by JWA staff and counsel for adequacy prior to submittal to BonTerra Consulting for inclusion in the EIR. It is assumed these technical studies will be appendices to the EIR. BonTerra Consulting will summarize the technical studies in the EIR and provide the authors of the technical studies their respective section of the EIR for review. After the public review period, it is assumed that the technical consultants will be responsible for preparing responses to comments received on their technical area. Additionally, it is assumed that JWA legal counsel will provide the Findings of Fact and Statement of Overriding Considerations. SCOPE OF WORK TASK 1.0 PREPARATION AND ISSUANCE OF THE NOTICE OF PREPARTION The Notice of Preparation (NOP) is intended to solicit input regarding the content of the EIR. BonTerra Consulting will prepare the NOP consistent with all the requirements outlined in Section 15082(a)(1) of the State CEQA Guidelines. The NOP will include (1) a project description that clearly defines the proposed project and each of the alternatives to be addressed and which states that there are no physical improvements proposed at the airport and (2) a map showing the project location. An Initial Study (IS) will be prepared using the County of Orange Environmental Checklist for the identification of the probable environmental effects of the project. The IS will allow the EIR to be focused on only those topical areas that are applicable to the Settlement Agreement Project. Topics that can be scoped out would include aesthetics; agriculture and forestry resources; cultural /scientific resources; geology and soils; mineral resources; population and housing; public services (schools and parks); and recreation. For these issues, the IS will provide a reasoned explanation to support the finding that no further analyses are required in the EIR. In addition, there are some topical areas where several of the comments listed in the County CEQA Checklist will be able to be screened out, even though the topic may be evaluated in the EIR. An example of this would be flooding impacts under hydrology and water quality. In interest of schedule and a streamlined review, a concurrent review of the draft IS by JWA staff, counsel, and the planning representative from the City of Newport Beach, is assumed. Revisions to the draft NOP /IS would be made in response to the comments received. Unless the required revisions are only editing in nature, the revised draft NOP /IS will be reviewed in redline /strikeout format at a working session with JWA staff and the City of Newport Beach representative to ensure there is concurrence on the changes made to the document. To expedite the process, any subsequent revisions will be made at the meeting. The NOP /IS will be distributed to a mailing list developed in coordination with JWA staff. The distribution must include responsible and trustee agencies and the Office of Planning and Research. Recognizing the regional nature of the Airport, the NOP will also be sent to every city in Orange County, as well as interested parties and Airport lessees. It is assumed that JWA will provide names and street addresses of lessees and interested parties. 3 APPENDIX 1 Pagee442�f,l Attachment E SCOPE OF SERVICES BonTerra Consulting Architect- Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E Section 15082(a)(3) of the State CEQA Guidelines requires the NOP be sent by "...either certified mail or any other method of transmittal that provides it with a record that the notice was received ". Section 15082(b) of the State CEQA Guidelines states that responsible and trustee agencies have 30 days after receiving the NOP to provide comment. Since the date of receipt of the NOP can be delayed a few days with certified mail, BonTerra Consulting prefers overnight mail because it is easier to control the start date of the 30 -day review period while still providing the required record of receipt. The NOP /IS will be sent by either certified mail or overnight delivery to responsible and trustee agencies. All other recipients (e.g., cities, leaseholders, and interested parties) will be sent U.S. mail. It is assumed a maximum of 250 copies of the NOP /IS will be distributed for public review. If paper copies are needed, it is assumed that JWA will do the printing. Additionally, JWA will do NOP mailing. Deliverables: 1. Electronic version of the draft NOP for Settlement Agreement team review. 2. Meeting to review comments on the NOR 3. Provide JWA with 250 copies of the NOP on CD, which will be distributed by JWA. TASK 2.0 PREPARATION OF THE DRAFT ENVIRONMENTAL IMPACT REPORT Task 2.1 Preparation of the Screencheck Environmental Impact Report BonTerra Consulting will prepare the Screencheck Draft EIR consistent with the requirements of the State CEQA Guidelines (Sections 15120 through 15130) and based on the IS and NOP responses received; technical evaluation of the project; and available and pertinent data. BonTerra Consulting will use the project objectives contained in the Memorandum of Understanding Regarding the Preparation of an Environmental Impact Report, which has been entered into by the signatories of the Settlement Agreement. The EIR will evaluate each of the alternatives presented in Table 1, above, as well as the No Project Alternative, at a comparable level of detail. It is assumed that the Screencheck EIR will be reviewed concurrently by JWA staff and the planning representative from the City of Newport Beach. The setting section of the EIR will contain a discussion of the environmental setting and regulatory setting applicable to the project. As required by the State CEQA Guidelines, as amended, the environmental setting discussion will reflect the conditions as they exist at the time the NOP is published. It is assumed that JWA, in conjunction with other members, will develop the data for the baseline aviation operations. Unless otherwise directed by JWA, the questions in the County CEQA Checklist will be used as the thresholds for evaluation of potential impacts. These will be expanded as applicable to reflect adopted performance standards from the Orange County General Plan or other applicable planning document or regulation. The thresholds will be clearly stated in each technical section to enable the reader to clearly understand the analytical process used to identify potential project impacts. The following identifies the major topics to be discussed in the EIR and the analysis approach that will be used: Executive Summary. This section will provide a brief description of the general setting, project background, project alternative descriptions, topical areas scoped out through the NOP process, 4 APPENDIX 1 Page �93 Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E and any unresolved issues or areas of controversy. It will also identify the environmentally superior alternative. A summary table will be prepared that lists the impacts, mitigation measures, and level of significance after mitigation for each topical area evaluated in the EIR for each alternative. Project Description. A full description of the project alternatives will be provided in this section. It is assumed that other members of the consultant team will provide the detail on the aircraft assumptions and flight distribution for each of the alternatives. This data will be used by each of the technical consultants to ensure there are consistent assumptions throughout the document. This section will also include the project objectives, which are defined in the MOU Exhibit A. As previously indicated, an assumption of the project is that there will be no physical improvements or operation modifications beyond the addition of flights and MAP. Environmental Setting, Impacts, and Mitigation Measures. This section will provide an evaluation of the potential impacts associated with the proposed project, each alternative (A, B, and C) and the No Project Alternative. To minimize duplication, the EIR will cross reference previous analysis if any of the scenarios are duplicative or the impacts would be the same as material already presented in the EIR. It is anticipated that the analyses will address the following scenarios: Proposed Project • Existing Conditions (2013) • Existing Plus Project (2013 with the Proposed Project 2026 flight and MAP assumptions) • Project —Year 2016 Proposed Project assumptions • Project —Year 2021 Proposed Project assumptions • Project —Year 2026 Proposed Project assumptions (for both the 12.2 MAP and the 12.5 MAP options) Alternative A • Existing Conditions (2013) • Existing Plus Alternative A (2013 with the Alternative A 2026 flight and MAP assumptions) • Alternative A —Year 2016 • Alternative A —Year 2021 • Alternative A —Year 2026 Alternative B • Existing Conditions (2013) • Existing Plus Alternative B (2013 with the Alternative B 2026 flight and MAP assumptions) • Alternative B —Year 2016 • Alternative B —Year 2021 • Alternative B —Year 2026 Alternative C • Existing Conditions (2013) 5 APPENDIX 1 Pages 4yfT Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E • Existing Plus Alternative C (2013 with the Alternative C 2026 flight and MAP assumptions) • Alternative C —Year 2016 • Alternative C —Year 2021 • Alternative C —Year 2026 No Project Alternative • Existing Conditions (2013) • No Project —Year 2016 assumptions • No Project —Year 2021 assumptions • No Project —Year 2026 assumptions For all topical areas where a significant impact has been identified, the EIR will evaluate if there are mitigation measures that would reduce the impacts. In addition, the EIR will identify if there are applicable measures that would avoid or minimize potential impacts. These are often standard conditions that are applicable to projects; however, having them identified in the EIR helps the public better understand the analysis. To the extent that it is applicable, the EIR will differentiate between features of the project that serve to partially /completely mitigate potential impacts, standard conditions of approval, and "conventional" mitigation measures. The following topical areas will be evaluated in the EIR: Air Quality. The Air Quality Section will summarize the technical analyses prepared by Air Quality Consultant. It is assumed that the technical study will provide all the necessary information to address the County CEQA Checklist questions. As part of the review of the project, the Air Quality Section will be sent to Air Quality Consultant to review to ensure the section accurately reflects the technical study. It is assumed that the air quality analysis will include a health risk assessment. Biological Resources. The analysis of existing biological resources will address the project's potential indirect impact to the Newport Back Bay. To verify the presence of known resources within the project study area, a literature review will be conducted to identify which special status species have been recorded or have the potential to occur. Sources to be reviewed include (1) special status species lists from the California Department of Fish and Wildlife (CDFW), the U.S. Fish and Wildlife Service (USFWS), and the California Native Plant Society (CNPS); (2) database searches of the CDFW's California Natural Diversity Database (CNDDB) and the CNPS' Electronic Inventory of Rare and Endangered Vascular Plants of California; (3) the most recent Federal Register listing package and critical habitat determination for each federally listed Endangered or Threatened species potentially occurring within the project study area; (4) the CDFW Annual Report on the status of California's listed Threatened and Endangered plants and wildlife; and (5) other biological studies conducted in the vicinity of the project study area. Following the literature review, a general walk -over survey will be conducted to document the native vegetation types that occur within the project study area that may be indirectly impacted by the proposed project. A description of the existing quality and species composition of the vegetation types in these areas will be compiled based upon 6 APPENDIX 1 PegVt Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E observations and field notes taken during the survey. The survey will also document existing wildlife use in this same study area, including an assessment of the potential for special status wildlife species to occur. Any special status plant or wildlife species observed will be reported to the CNDDB. The Scope of Work does not include focused surveys for special status plant and wildlife species or a jurisdictional delineation as these resources are not anticipated to be directly impacted by the proposed project. The information will be summarized in the Biological Resources Section. Greenhouse Gas Emissions. The Greenhouse Gas Emissions (GHG) section will summarize the technical analyses prepared by GHG Emission Consultant. It is assumed that the technical study will provide all the necessary information to address the County CEQA Checklist questions. As part of the review of the project, the GHG section will be sent to GHG Emission Consultant to review to ensure the section accurately reflects the technical study. • Hazards and Hazardous Materials. BonTerra Consulting will include an Environmental Data Resources (EDR) Records Search and conduct a review of the GeoTracker sites and databases to obtain information on the potential contaminated materials on the JWA site. This information will be supplemented with information available from JWA staff on spills and other releases at the Airport. A summary of any corrective actions and Best Management Practices that are in place at the Airport as a result of past releases or through established programs will be discussed. The potential for impacts associated with the increase flight operations will be discussed. This would include the 'risk of upset' associated with the increased fueling activities associated with increased flights. It is assumed that JWA will be able to provide BonTerra Consulting with information on the safety programs in place associated with fueling activities; current suppliers of Jet -A fuel; the total and incremental increase in the number of trucking operations to provide the fuel for increased number of flights; and the total and incremental increase in the fueling operations. Hydrology and Water Quality. The project would not result in any alteration of drainage patterns; would not affect groundwater; and would not expose persons to flood hazards. The NOP will screen these issues out so the evaluation under Hydrology and Water Quality will be very focused. The EIR will provide baseline information on the water quality conditions at the Airport and will include a discussion of the programs in place that allows the project to meet water quality standards. The impacts analysis will be a qualitative discussion on the types of pollutants that would be expected to occur due to more flights. It is anticipated that continued application of the current programs would adequately minimize impacts because the nature of the pollutants associated with the increased flights would be consistent with current operations. Land Use and Planning. The land use and planning threshold from the County CEQA Checklist applicable to this project asks if the project would 'conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect'. The analysis for this threshold will be broken into three areas: (1) compatibility with land uses on site; (2) compatibility with surrounding land uses; and (3) consistency with applicable planning documents. 7 APPENDIX 1 Page ?X56 Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E The EIR will document the existing on -site land uses. This will be done using an aerial photograph and discussion of the key facilities at the Airport. Using projected facilities demand information provided by the Airport or Aviation Consultant, the potential impact of the increased number of flights on the existing facilities will be addressed. This will include potential impacts associated with inadequate terminal space, parking, fueling capacity, or other airfield limitations. The evaluation of surrounding land uses will be focused on whether the change in Airport operations would result in incompatibility with existing uses. Increased noise levels associated with the increased number of flights will be the predominate factor when determining if the project will result in incompatible land uses. Though the 65 dB Community Noise Equivalent Level (CNEL) is generally accepted as the threshold of when noise levels result in an incompatible use, to ensure the analysis is sufficient, particular attention will be given to sensitive receptors (e.g., residences, schools, churches, hospitals, and daycare facilities) within the 60 dB CNEL associated with Alternative C (i.e., the alternative with the greatest number of flights). Sensitive land uses surrounding JWA will be mapped based on aerial photography, published sources, and a field review. The information will be obtained from various published sources, including the 2010 U.S. Census data for schools, hospitals, and daycare facilities. Staff will also contact the adjacent cities to determine if information on Conditional Use Permits for these uses is readily available through agency databases. This information will be supplemented by a field review of the area within the 60 dB CNEL contour. These uses will be mapped on an aerial base. Factors that will be considered when determining if there would be a project - related land use impact include the following: (1) whether there will be a substantial increase in noise from the project and if the noise levels are projected to be over 65 dB CNEL; (2) whether there are avigation easements associated with the properties (it is assumed that JWA staff can provide information on avigation easements); and (3) whether, based on information about the age and design of the buildings, there would be adequate attenuation provided by the buildings. This latter point is especially applicable to the private schools and churches that have been established in office buildings near the Airport. This analysis will be coordinated with Noise Consultant and based on the results of the Noise Study. Though not expected to be a land use compatibility issue, the results of the Air Quality Study will also be considered as part of the evaluation. The third component of the land use section will be the plan consistency evaluation. BonTerra Consulting will assess the proposed project's consistency with relevant local planning documents, including the Southern California Association of Governments' (SCAG's) 2012 -2035 Regional Transportation Plan /Sustainable Communities Strategy, the County of Orange General Plan, the City of Newport Beach General Plan, the City of Irvine General Plan, the City of Costa Mesa General Plan, the City of Santa Ana General Plan, and the Airport Environs Land Use Plan for JWA. • Noise. The Noise Section will summarize the technical analyses prepared by Noise Consultant. It is assumed that the technical study will provide all the necessary information to address the County CEQA Checklist questions. As part of the review of the project, the Noise Section will be sent to Noise Consultant to review to ensure the section accurately reflects the technical study. 8 APPENDIX 1 Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E • Public Services. The project would not result in any increased demand on schools, parks, or other public facilities. The focus of the analysis will be on fire and police protection. The analysis will be based on information obtained from coordination with the respective agencies (telephone and written correspondence). • Transportation/Traffic. The Transportation/Traffic Section will summarize the technical analyses prepared by Traffic Consultant. It is assumed that the technical study will provide all the necessary information to address the County CEQA Checklist questions. As part of the review of the project, the Transportation/Traffic Section will be sent to Fehr & Peers to review to ensure the section accurately reflects the technical study. • Utilities and Service Systems. Though expanded facilities are not proposed, the existing facilities would be more heavily used because of the increase in MAP. This would potentially affect the water and wastewater service demands the most. BonTerra Consulting will coordinate with the water and wastewater service providers to determine whether the proposed project can be adequately served with existing facilities. The analysis will be based on information obtained from coordination with the respective agencies by telephone and written correspondence. It is assumed that the project would not require a water supply assessment pursuant to the California Water Code. The EIR will include a comparison of the proposed project and alternatives to the No Project Alternative. This can be done either in each section in this chapter or in the Alternatives Section (see below). Alternatives. The content of a separate Alternatives Section can be discussed at the onset of the project. Section 15126.6(a) of the State CEQA Guidelines states, "An EIR shall describe a range of reasonable alternatives to the project, or to the location of the project, which would feasibly attain most of the basic objectives of the project but would avoid or substantially lessen any of the significant effects of the project, and evaluate the comparative merits of the alternatives ". Traditionally, the County evaluates the No Project Alternative and any additional project alternatives in a separate section. Additionally, if there are alternatives that were considered but not carried forward, they would be discussed in an Alternatives Section. However, since, in this EIR, the proposed project and the three alternatives are being evaluated in the Environmental Setting, Impacts, and Mitigation Measures section of the report, there may be benefit of including the No Project Alternative in that section, as well. This would potentially limit the extent of an Alternatives Section because Alternatives A through C represent a reasonable range of alternatives. Regardless of the placement in the EIR, the analysis of the No Project Alternative will receive full evaluation and all the alternatives will be compared to both the existing conditions (see the Environmental Setting, Impacts, and Mitigation Measures, above) and the No Project Alternative. Cumulative Impacts. Section 15130(a) of the State CEQA Guidelines states that the cumulative impacts analysis must include either a list of past, present, and probable future projects producing related or cumulative impacts or it must include a summary of projections contained in an adopted general plan or related planning document that describes regional or areawide conditions contributing to the cumulative impact. Given the 2026 horizon year for the project and the regional nature of JWA, the cumulative impacts evaluation will utilize both sources for establishing the cumulative impacts assumptions. The Orange County Projections - 2010 will be used as a basis for long -range projections, and a listing of cumulative projects will 9 APPENDIX 1 Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E be developed based on input from the County of Orange and the cities immediately adjacent to the Airport (i.e., cities of Newport Beach, Irvine, and Costa Mesa). The agencies will be contacted and a list of cumulative projects and any available environmental analyses done for these projects will be requested. The cumulative analyses will include an evaluation of each topical area where an impact, even if it is determined to be less than significant, has been identified for the proposed project. Establishment of a nexus between the project- specific and cumulative impacts and the suggested mitigation is critical. The existing setting will discuss the entire Airport and environs; however, the impact analysis will focus on the effects of the Settlement Agreement Amendment on the environment. This approach will also allow the EIR to focus on the impacts of the proposed project and alternatives rather than the established operation of the airport. Long -Term Implications of the Project. Consistent with the applicable sections of the State CEQA Guidelines, the EIR will address the Significant Irreversible Environmental Changes from the project (State CEQA Guidelines, Section 15126.2) and Growth- Inducing Impacts (CEQA Guidelines, Section 15126[d]). Summary of Unavoidable Significant Impacts. This section will provide a summary statement of the unavoidable adverse impacts associated with the project. Inventory of the Recommended Mitigation Program. This section will be a compilation of the recommended mitigation measures and standard conditions recommended for adoption as part of the project. Persons and Organizations Consulted. The EIR will provide a listing of the persons and organizations consulted in conjunction with the preparation of the EIR analysis. In addition, a summary of public outreach program will included, to the extent that it is applicable. Task 2.2 Preparation of the Administrative Draft Environmental Impact Report After completion of the EIR review by JWA staff and the planning representative from the City of Newport Beach, BonTerra Consulting will review all comments made on the Screencheck document. It is recommended that, after the initial review of the comments, a meeting be held with the reviewers and the consultant team. The purpose of this meeting is to clarify the expected revisions to the document. Once revisions have been made, electronic files of the Administrative Draft EIR will be provided to JWA to enable the Airport to verify the comments have been incorporated. Should there be additional comments on the EIR, BonTerra Consulting will meet with Airport representatives to do an electronic review of the changes to the document. If additional review cycles of the EIR required prior to public distribution, the work will be done on a time and materials basis. This will facilitate streamlining of the review cycle. Any final revisions will be presented to JWA staff, which will provide final approval for the circulation of the Draft EIR. Task 2.3 Preparation of the Draft Environmental Impact Report Once approved for final printing, BonTerra Consulting will distribute the document to the approved mailing list. It is assumed that the document will be provided on CD with a limited number of paper copies for libraries, decision makers, and for review at designated public areas (e.g., City of Newport Beach and JWA Administrative Office). It is also assumed that the document will be posted on the County and the City of Newport Beach websites. Though not 10 APPENDIX 1 Peg Tfl Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E required by CEQA, BonTerra Consulting recommends the document be distributed via overnight delivery or other format that provides proof of delivery. However, due to budget limitations, standard U.S. mail delivery is assumed in the budget. Should overnight delivery be requested, this will be done by JWA staff or as a direct reimbursement. Task 2.4 Preparation of Notices for the Draft EIR BonTerra Consulting will prepare the necessary public notices for the Draft EIR, including the Notice of Availability (NOA) and Notice of Completion. It is assumed that the JWA staff will have the NOA published in the Daily Pilot, the Los Angeles Times, the Orange County Register, and La Opinion in a section of general readership. Deliverables: 1. Submittal of the Screencheck EIR in Word and PDF format. 2. Submittal of the Administrative Draft EIR in Word and PDF format. 3. Two proofcheck copies of the Approval Draft EIR (without appendices). 4. 250 CDs of the EIR in PDF for public distribution. 5. One electronic copy of the draft NOA and NOC. 6. One electronic copy of the final NOA and NOC. TASK 3.0 PREPARATION OF THE FINAL ENVIRONMENTAL IMPACT REPORT Task 3.1 Preliminary Responses to Comments BonTerra Consulting, with the assistance of JWA staff, JWA legal counsel and the other technical consultants, will prepare written responses to all comments on the Draft EIR from the State Clearinghouse and all other public agencies and private parties. A total of 40 hours of technical staff time have been allocated for this task and will be performed on a not -to- exceed time and materials basis. If additional work is required due to the volume or complexity of the comments, it will also be done on a time and materials basis. It is anticipated that comments will be received in written letters, emails, and public hearing testimony. Based on the comments received, BonTerra Consulting will organize the comments so that the response to comments effort is completed in a timely and cost - efficient manner. It is expected that this will include use of topical responses to address issues that are raised by a number of commenters. BonTerra Consulting will coordinate with the JWA and project team on the approach to preparing the responses to comments. It is assumed that the preliminary draft Response to Comments document will be prepared as a separate document and it is not anticipated that modification of the Draft EIR will not be required. The document will include an introduction, a list of commenters, copies of all comments, responses to all comments, and an errata sheet to document any changes to the Draft EIR as a result of comments received. The preliminary draft Responses to Comments document will be provided to JWA representatives for review. The need for a review of the preliminary draft Responses to Comments by the planning representative from the City of Newport Beach will be determined by JWA based on the nature of the comments received. Task 3.2 Final Responses to Comments Upon receipt of comments from JWA representatives, BonTerra Consulting will revise the Response to Comments document and submit a draft Responses to Comments document to JWA for review to verify that all revisions have been made. Should additional revisions be 11 APPENDIX 1 t:I Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E necessary prior to distribution of the final responses to comments to the commenters and decision - makers, BonTerra Consulting will revise the draft Responses to Comments in a working session with JWA representatives. Section 15088 of the State CEQA Guidelines requires that the lead agency "provide a written proposed response to a public agency on comments made by that public agency at least 10 days prior to certifying an environmental impact report". However, County of Orange general practice is to send the responses to all commenters, not just the agency, and to provide them ten days prior to the final Planning Commission hearing and the Airport Commission hearing. The distribution of the comments will be done on CD with hard copies being distributed to the libraries and designated public review locations. Task 3.3 Mitigation Monitoring and Reporting Program BonTerra Consulting will prepare a draft Mitigation Monitoring and Reporting Program (MMRP) for JWA review. The draft MMRP will be prepared at the same time as the Response to Comments document. BonTerra Consulting will coordinate with JWA staff to refine the format and the content of the MMRP. The MMRP must be designed to ensure compliance with adopted mitigation requirements during project implementation. A draft copy will be submitted for review by the JWA representatives and revisions will be made to incorporate the requested changes. Task 3.4 Final Environmental Impact Report Coordination BonTerra Consulting will provide coordination on the distribution of the Final EIR prior to the approval of the project. The Final EIR will include the Draft EIR; technical studies, which are assumed to be appendices to the Draft EIR; the final Response to Comments document; the MMRP; and the Findings of Fact and Statement of Overriding Considerations. It is assumed JWA staff and JWA legal counsel will prepare the Findings of Fact and Statement of Overriding Considerations and will provide them to BonTerra Consulting for inclusion in the Final EIR. JWA will be responsible for the printing and distribution of the documents. Task 3.5 Notice of Determination BonTerra Consulting will prepare a draft Notice of Determination (NOD) for review by JWA staff. Revisions will be made to respond to JWA staff comments. Upon approval of the project, it is assumed that JWA staff will file the NOD with the County Clerk and send a copy via overnight delivery to the State Clearinghouse and pay all applicable filing fees. Deliverables: 1. Electronic submittal of the preliminary draft Response to Comments document in Word and PDF format. 2. Electronic submittal of the draft Response to Comments document in Word and PDF format. 3. Electronic submittal of the final Response to Comments document and 75 CDs of the final Responses to Comments document in PDF format for public distribution. JWA will distribute the documents. 4. One electronic copy of the draft MMRP. 5. One electronic copy of the final MMRP. 6. One electronic copy of the draft NOD 9. One electronic copy of the final NOD. 12 APPENDIX 1 Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E 10. Electronic submittal of the Final EIR in PDF format and 5 CDs with the Word format files of the documents. TASK 4.0 PUBLIC OUTREACH AND TEAM COORDINATION Task 4.1 Public Meetinas The Scope of Work assumes attendance by one BonTerra Consulting staff at up to two public meetings on a time and materials basis. These meetings are assumed to be one scoping meetings during the NOP review period and one meetings during the EIR public review period. BonTerra Consulting will prepare comment cards for these meetings and a handout sheet for the public that provides an overview of the project and process. A master copy of the comment cards and summary sheet will be provided to JWA staff, which will be responsible for all reproduction. It is also assumed that the County will be able to provide Spanish translation of the handout, if determined necessary. A summary of comments received at public meetings during the NOP review period will be included in the Draft EIR. If meetings are conducted during the public review period, JWA will need to provide a court reporter to make a transcript of the meeting to ensure all comments are accurately recorded for inclusion in the Response to Comments document. It is assumed that JWA staff will reserve the locations for the meeting and prepare and distribute all notices for the meetings. Task 4.2 Public Hearings It is assumed there will be one hearing each with the Orange County Planning Commission, Airport Commission and Orange County Board of Supervisors. If requested by JWA staff, BonTerra Consulting would provide a presentation on the EIR process. BonTerra Consulting staff will participate in all public hearings on a time and materials basis. Task 4.3 Team Coordination Recognizing the number of key stakeholders in this process, close team coordination will be important. The following meetings are assumed as part of this Scope of Work: • Team Meetings and Progress Calls. A total of 13 team meetings are assumed throughout the project. For purposes of the Scope of Work, it is assumed there will be meetings twice a month from approval of the contract in September through November; monthly meetings from December through February; three team meetings during the preparation of the Responses to Comments document; and two meetings in preparation for hearings. Recognizing there are times when it can be difficult for all team members to attend meetings, regularly scheduled conference calls can serve as team meetings and allow staff to discuss progress; to identify issues; and to discuss upcoming products. • Meeting Notes. Meeting notes will be prepared for meetings attended by BonTerra Consulting staff, as appropriate. However, it is assumed that meeting notes are not required for workshop meetings where the sole focus is review and revisions to the documents. An action item list will be maintained to track assignments. 13 APPENDIX 1 Page 52 0 Attachment E SCOPE OF SERVICES BonTerra Consulting Architect- Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E • Working sessions Meetings. It is assumed that BonTerra Consulting staff will participate in up to three working session meetings as part of the review of the Draft and Final EIRs. These meetings will serve as "page- turner" meetings, where BonTerra Consulting will review and modify the documents with JWA staff and the planning representatives from the City of Newport Beach, as appropriate. Deiiverabies: 1. Attendance at two public meetings 2. Attendance at three public hearings 3. Thirteen team meetings /conference calls, with meeting notes. 4. Three working sessions. 5. Master copy of the comment cards for the five public outreach meetings. 6. Master copy of the summary handout sheets for the public outreach meetings. TASK 5.0 MANAGEMENT The following management tasks will occur throughout the duration of the project: • Development and Maintenance of a Master Schedule. BonTerra Consulting will develop a master project schedule for all components of the EIR that clearly identifies milestone dates for each of the deliverables on the project. The schedule will be updated as need at the time of the project team meetings (see Task 4.2 below). Monthly Progress Reports. BonTerra Consulting will prepare monthly progress reports. For purposes of this Scope of Work, the project is expected to begin in mid - September 2013 and end in June 2014. Internal Coordination /Quality Assurance. BonTerra Consulting will conduct the necessary internal coordination and coordination with the other consultants to ensure the project is able to run smoothly, on schedule, and within budget. A Quality Assurance /Quality Control program will be implemented to ensure the document meets expectations. As required, BonTerra Consulting will post all invoices, progress reports, and interim submittals for JWA access using the Oracle Primavera Unifier program. Deiiverabies: 1. Development and maintenance of the Master Schedule. 2. Monthly progress reports (assumes ten reports). 14 APPENDIX 1 Page ,g3,� 56 Attachment E SCOPE OF SERVICES BonTerra Consulting Architect - Engineer (A -E) Environmental Impact Report Preparation Services Project No. 280 -280- 1900- P312 -E Peg V4 Attachment E /_1 »=1ZIa]KV416 This appendix describes the fee structure for the Scope of Services described in Appendix I of this Agreement. Most tasks within this agreement are allocated on a lump sum basis. However, some tasks are identified as time and materials with a not -to- exceed amount included for budgeting purposes. A/E hourly billing rates, which will be used for the time and materials tasks, are provided below. If change orders are proposed for lump sum tasks, the hourly rates will be used for estimating the change order cost. FEE SCHEDULE BonTerra Consulting Task Total Task 1 Project Initiation and Preparation of the NOP - -Data Review $6,700.00 -- Screencheck NOP $15,670.00 -- Revisions to the NOP $2,130.00 -- Review Meeting $1,260.00 — Coordination on NOP $770.00 Budget Task 1 $26,530.00 Task 2 Preparation of the Draft EIR Task 2.1 Screencheck EIR $31,090.00 — Executive Summary $4,280.00 -- Project Description $2,100.00 - -Air Quality $6,400.00 — Biological Resources $7,800.00 —GHG Emissions $3,200.00 — Hazards and Haz. Mat $3,520.00 — Hydrology and Water Quality $3,520.00 - -Land Use and Planning $13,950.00 —Noise $6,400.00 — Public Services $3,120.00 — Transportation/Traffic $6,300.00 -- Utilities and Service Systems $4,160.00 -- Alternatives $4,280.00 — Cumulative Impacts $4,260.00 -- Long -Term Implications $760.00 — Summary of Unavoidable $380.00 -- Inventory of Mitigations $380.00 -- Persons Consulted $1,320.00 Budget Subtask.2.1 $107,220.00 Task 2.2 Admin Draft EIR $16,700.00 Task 2.3 Draft EIR $6,800.00 Task 2.4 Notices for EIR $1,230.00 Task 3.1 Prelim. Responses (Time and Materials, Not -to- Exceed) $4,760.00 Task 3.2 Final Responses $2,345.00 Task 3.3 MMRP $1,905.00 1 APPENDIX 2 Page 5 �T Attachment E Task 3.4 FEIR Coordination $1,460.00 Task 3.5 NOD $110.00 Task 4.0 -- Public Meetings /handouts $3,430.00 -- Public Hearings $2,100.00 —Team Coordination $6,300.00 Budget Subtask 4.0 $11,830.00 Task 5.0 Management $17,700.00 Labor Total $198,590.00 Direct Costs $75 Miscellaneous reproduction (in -house use) $400.00 Miscellaneous Directs (deliveries, mileage, CDs) $1,000.00 Total Direct Costs $1,400.00 TOTAL BUDGET $199,990.00 Personnel Hourly Rate Schedule: K. Brady $210 Asst PM/ Biologist $130 J. Kurtz $200 Planner $110 Analyst $95 J. Kelly $215 GIS $100 Editing $90 WP/ Admin $75 2 APPENDIX 2 Elm Attachment No. CC 2 Budget Amendment S27 egg CRY of Newport Beach NO. BA- 14BA -014 BUDGET AMENDMENT 2013 -14 AMOUNT: $525,696.00 EFFECT ON BUDGETARY FUND BALANCE: Increase Revenue Estimates Increase in Budgetary Fund Balance X Increase Expenditure Appropriations AND X Decrease in Budgetary Fund Balance Transfer Budget Appropriations No effect on Budgetary Fund Balance SOURCE: from existing budget appropriations from additional estimated revenues PX from unappropriated fund balance EXPLANATION: This budget amendment is requested to provide for the following: To appropriate funds from General Fund Reserves to the City Council's Airport Management Division, Professional & Technical account, for costs associated with preparing an Environmental Impact Report for the extension of the John Wayne Airport Settlement Agreement. hN.l.Vulm 1lltlb Elm 1 KY: BUDGETARY FUND BALANCE Fund Account 010 3605 REVENUE ESTIMATES (3601) Fund /Division Account EXPENDITURE APPROPRIATIONS (3603) Division Number Account Number Signed: LAI Signed: Signed Amount Description Debit Credit General Fund - Fund Balance $525,696.00 Description Description 0121 City Council - Airport Management 8080 Services -Prof & Tech NOC Financial Approval: Finance Approval: City City Council Approval: City Clerk $525,696.00 17-m -/ Date �— Date Date