HomeMy WebLinkAboutC-7231-1 - On-Call PSA for Traffic EngineeringAMENDMENT NO. ONE TO
ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH LSA ASSOCIATES, INC. FOR
TRAFFIC ENGINEERING
THIS AMENDMENT NO. ONE TO ON-CALL PROFESSIONAL SERVICES
AGREEMENT ("Amendment No. One") is made and entered into as of this 18th day of
September, 2020 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City"), and LSA ASSOCIATES, INC., a
California corporation ("Consultant"), whose address is 20 Executive Park, Suite 200,
Irvine, CA 92614, and is made with reference to the following:
RECITALS
A. On October 9, 2017, City and Consultant entered into an On -Call Professional
Services Agreement ("Agreement") to provide on call traffic and transportation
engineering services ("Project").
B. The parties desire to enter into this Amendment No. One to extend the term of the
Agreement to September 19, 2021, amend the Conflicts of Interest and Claims
sections, and update Insurance Requirements.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on September 19, 2021, unless terminated earlier as set forth herein."
2. CONFLICTS OF INTEREST
Section 25 of the Agreement is amended in its entirety and replaced with the
following:
"25.1 Consultant or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which
(1) require such persons to disclose any financial interest that may foreseeably be
materially affected by the Work performed under this Agreement, and (2) prohibit such
persons from making, or participating in making, decisions that will foreseeably financially
affect such interest.
25.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section."
3. CLAIMS
Section 27 of the Agreement is amended in its entirety and replaced with the
following:
"27.1 Unless a shorter time is specified elsewhere in this Agreement, before
making its final request for payment under this Agreement, Consultant shall submit to
City, in writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27.2 To the extent that Consultant's claim is a "Claim" as defined in Public Contract
Code section 9204 or any successor statute thereto, the Parties agree to follow the
dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute
after completion of the dispute resolution process provided for in Public Contract Code
section 9204 or any successor statute thereto shall be subject to the Government Claims
Act requirements requiring Consultant to file a claim in strict conformance with the
Government Claims Act. To the extent that Contractor/Consultant's claim is not a "Claim"
as defined in Public Contract Code section 9204 or any successor statute thereto,
Consultant shall be required to file such claim with the City in strict conformance with the
Government Claims Act (Government Code sections 900 et seq.)."
4. INSURANCE
Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit
C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in
the Agreement shall hereafter refer to Exhibit C attached hereto.
5. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
LSA Associates, Inc. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: lot 131 2000
By: ( ham
Aaron C. Harp v
City Attorney
ATTEST: //��
Date:Z „.,
brown-Leilani 1.
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: NOV 17 2020
By:
Gr ce Leung
C t anager
CONSULTANT: LSA ASSOCIATES,
INC., a California corporation
Date:
Signed in Counterpart
By:
Michael Trotta
Chief Executive Officer
Date:
By:_
Signed in Counterpart
Nicole Dubois
Secretary
[END OF SIGNATURES]
Attachments: Exhibit C — Insurance Requirements
LSA Associates, Inc. Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date:/� z. -';'07"z' Date:
By: (s— -.A,, -Rx' By:
Aaron C. Harp Grace K. Leung
City Attorney 2-C` City Manager
ATTEST: `" CONSULTANT: LSA ASSOCIATES,
Date: INC., a Ca iforrlia corporation
Date: 12. f 51WM
By: By:
Leilani I. Brown Michael Trotta
City Clerk Chief Executive Officer
Date: 12-112-1 Zv20
By: u
tcole Du
Secretary
[END OF SIGNATURES]
Attachments: Exhibit C — Insurance Requirements
LSA Associates, Inc. Page 3
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers, employees and any person
or entity owning or otherwise in legal control of the property upon which
Consultant performs the Project and/or Services contemplated by this
Agreement.
B. General Liabilitv Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
LSA Associates, Inc. Page C-1
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Consultant or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement shall be included as insureds under such
policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
LSA Associates, Inc. Page C-2
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limitinq. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
LSA Associates, Inc. Page C-3
F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
LSA Associates, Inc. Page C-4
Reyes, Raymund
From: Customer Service <customerservice@ebix.com>
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To: Reyes, Raymund; Insurance
Cc: sagar@ebix.com
Subject: Compliance Alert -Vendor Number FV00000383
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This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of
insurance requirements. FV00000383 LSA Associates Inc.
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.
CAR
L
FRESNO
ESNO
IRVINE
LOS ANGELES
PALM SPRINGS
POINT RICHMOND
November 14, 2019
RIVERSIDE
ROSEVILLE
SAN LUIS OBISPO
Tony Brine
Traffic Engineer
City of Newport Beach
One Civic Center Drive
Newport Beach, CA 92660
Subject: Professional Services Proposal: CEQA Thresholds for Transportation
Dear Mr. Brine:
LSA is pleased to present this professional services proposal to assist the City of Newport Beach
(City) in the preparation of thresholds for transportation impacts in California Environmental Quality
Act (CEQA) documents. As a result of adoption and enactment of Senate Bill (SB) 743 by the
California Legislature, delay and level of service (LOS) are no longer criteria for determination of
impacts in CEQA documents. In their place, vehicle miles traveled (VMT) has become the new
metric.
The revised CEQA Guidelines allow the Lead Agency discretion in the setting of thresholds using this
new VMT metric, but the Office of Planning and Research (OPR) has provided a Technical Advisory
(TA) offering some direction to Lead Agencies as they develop thresholds. A Lead Agency may
develop alternative thresholds to those recommended in the TA and must do so with a body of
substantial evidence.
Lead Agencies must have their thresholds adopted and in use by July 1, 2020. Although this seems
like a sufficient amount of time, the available 7 months does not permit a comfortable schedule to
conduct sensitivity modeling and development of specialized screening tools and sketch models.
This scope of work, therefore, will rely on the TA and allow for a limited duration to conduct very
specific sensitivity analyses. The purpose of the sensitivity analyses is to demonstrate to the City the
potential consequences of following the TA directly (i.e., where would land development and capital
projects be hindered or not likely to be mitigated to a level of insignificance).
LSA proposes the following approach and tasks to successfully complete the work plan.
TASK 1: PROJECT COORDINATION AND ADMINISTRATION
It has been the LSA Team's experience that successful strategic planning projects start with
disciplined project management. The foundation for this type of project management is frequent
communication with project partners using effective tools and practices. LSA has delivered strategic
planning and transportation plans to other cities, counties, and Metropolitan Planning
Organizations/Regional Transportation Planning Agencies based on this principle, and LSA will
continue this practice with the City as LSA assists in the City's pursuit of SB 743 compliance.
The objective of this task is to facilitate the project kickoff and, most important, set a foundation for
good project management and accounting. This includes establishing the work plan, schedule, and
20 Executive Park, Suite 200, Irvine, California 92614 949.553.0666 www.Isa.net
LSA is a business name of LSA Associates, Inc.
LSA
general budget parameters for subsequent monitoring; coordinating and tracking project schedules,
reports, and milestones; providing a method for progress evaluation and communication; and
managing critical -path activities. The fundamental element that leads to successful project
management is a dedicated, engaged management team.
LSA Team Management Approach
While LSA prides itself on its technical document preparation, the LSA Team believes that the most
important aspect of its overall services is its project management skills. LSA's successful record of
quality products, its proven ability to meet demanding schedules, and its reputation with past and
current clients provide the best guarantee of success in meeting the City's needs for the
implementation of SB 743.
The following list demonstrates LSA's methods and Keys to Project Management
procedures for managing schedules and budgets and • Budgeting Time and Resources
the LSA tactics employed to ensure quality control. • Coordinating and Tracking Schedules
• Communication: Effective project management • Managing Critical -Path Activities
extends beyond the use of sophisticated tools.
• Evaluating Progress
LSA's experience is that the single most critical • Continuously Communicating with
element for the successful completion of the I the City of Newport Beach
project is the early development of clear channels for communication between the LSA Team's
Project Manager and the client. At a minimum, LSA's Project Managers prepare monthly status
reports. These reports include narrative descriptions of all major activities performed during the
month; however, contact with the client typically takes place much more frequently. Ongoing
and frequent communication between LSA's Project Manager and the City's Project Manager
will serve as the primary vehicle for identifying emerging project issues and solutions early on to
minimize schedule impacts.
Understanding the Issues/Project Schedule: Most of LSA's staff members have 5 or more years
of professional experience with LSA. The Principal in Charge and the Project Manager selected
for this assignment have more than 50 combined years of experience in transportation planning,
modeling, and legislation. The LSA Team has developed the ability to identify key issues and
solutions early in the environmental process, which assists in foreseeing problems and avoiding
potential cost overruns or schedule delays. These skills are used to advise clients of impending
issues and to assist in resolving those issues. Additionally, the LSA Team's significant technical
and regulatory experience results in a "big picture" understanding of project delivery. The LSA
Team can easily identify strategies to respond to project delays and to provide options for
getting projects back on track while maintaining the legal defensibility of the documents being
prepared.
Product Review: To ensure that LSA's product meets the best technical and professional quality
sought by the highest industry standards, LSA has developed an internal document review
program for each document before it leaves the office. Once a document is prepared, it is
reviewed and corrected by a professional editor and then receives Principal review prior to its
submission to the client.
11/14/19 (H:\TONY\FILES\Newport VMT Pro.docx)
LSA
• Budget Control: Project billing is tracked by internal accounting software that enables LSA
Project Managers to track project budget status on a weekly basis to assist in maintaining tight
control over project budgets.
• Commitment of Senior Personnel: When necessary, LSA uses upper-level, experienced
personnel not just as supervisors but also as the primary investigators and authors of technical
reports, Environmental Impact Reports, and planning documents. This use of upper-level staff
eliminates the need for multiple internal reviews. LSA has found that in some situations, it is
most efficient to use senior staff members qualified in their areas of expertise.
Commitment to Scheduling Needs: LSA's commitment to meeting scheduling needs and project
demands extends to doing whatever it takes to complete the job. LSA's work in the past has
required staff time at nights and on weekends in order to meet critical client deadlines. LSA has
also reduced handling time by using 24-hour reprographic houses capable of compiling
electronic documents, as well as printing, packaging, and mailing completed hard copy
documents in a single, efficient operation.
• Quality Management: LSA manages quality throughout the life of the project, not merely at the
end of the project. LSA's overall goal is to improve quality on each subsequent project. This
requires implementation of strategies to improve quality at the very beginning of each project
and carrying those strategies throughout the project and beyond.
Monthly Accountability
The LSA Team has deep experience in conducting successful monthly project accountability over a
long-term planning effort. The team will provide regular monthly communication through email and
other accounting software regarding project status, milestone progress, deliverables, personnel
matters, and invoicing. Action minutes will be prepared as part of the monthly accountability. The
LSA Team takes an interactive and integrated approach to project management and
communications.
Ongoing Communication and Tracking of Progress
The LSA Team will make contact using telephone, email, and any other acceptable communication
medium on a regular basis. All milestones, tasks, deliverables, requests, and products will be subject
to review and reconsideration by the City Project Manager and the LSA Team. The objective is to
have a seamless process linked by regular communication that advances to an expected conclusion.
LSA will use the action time matrix to follow all project progress and to monitor deliveries and team -
member responsibilities through the duration of the project.
Quality Control
LSA's Principals recently reviewed and updated the corporate Quality Assurance/Quality Control
(QA/QC) Plan, and it is available for review upon request. The LSA Team is committed to active
QA/QC procedures and identifies senior -level Principal staff members as the QA/QC officers on all its
projects.
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LSA
TASK 2: KICKOFF MEETING
The LSA Team will schedule and host a project kickoff meeting upon receiving the Notice to Proceed.
The LSA Team already has a working knowledge of all the SB 743 foundational documents through
its 6 -year investment in this regulatory development process. In addition, LSA served as the prime
consultant in preparation of the Orange County Transportation Authority's (OCTA) 2014 and 2018
Long -Range Transportation Plans (LRTP) and was the inaugural author of the Orange County
Sustainable Communities Strategy (SCS). The LSA Team also keeps a reference copy of the 2019
Southern California Association of Governments' Regional Transportation Plan (RTP)/SCS available
for use in other projects. LSA is knowledgeable regarding these reference documents and will bring
that knowledge and a review of any other related documents to the kickoff meeting.
The purpose of this meeting will be to review and confirm the work plan and schedule, to confirm
the chain of communication and reporting, and to establish the next steps in the project activity. LSA
will circulate the proposed agenda and will record actions in subsequent minutes.
Task 2 Deliverable: • Kickoff meeting with staff including a meeting agenda and minutes
TASK 3: DEVELOP VEHICLE MILES TRAVELED THRESHOLDS AND SCREENING CRITERIA
The OPR and the California Natural Resources Agency have offered guidance on thresholds for VMT
production in the TA, dated December 2018. Note that the TA is a supporting document that does
not have the weight of legal fact. It can be used or departed from with substantial evidence. This TA
speaks to limited land use categories (residential, office, and retail), but does not address industrial,
agricultural, institutional, and other major land use categories. Furthermore, the advisory thresholds
are based on equivalencies to greenhouse gas (GHG) reduction strategies over the entire State. The
advisory thresholds are equivalent between GHG and VMT, and are not sensitive to location or
setting.
LSA will review currently contemplated thresholds as indicated in the TA. LSA will review the OCTA
LRTP, the SCAG RTP/SCS, air pollution control district materials, and other relevant sources to
determine whether support is clear for thresholds that depart from the OPR guidance. If the RTP
and the air pollution control district have identified feasible plans to reduce GHGs in the South Coast
Air Basin, the LSA Team can evaluate whether equivalencies exist between the GHG reduction and
VMT production.
LSA will work with the City's modeling consultant and request up to three NBTM runs to extract VMT
data, including VMT at the Traffic Analysis Zone level and VMT Citywide and within Orange County.
LSA will also use our version of the parent Orange County Transportation Analysis Model and
conduct the same extractions to compare the City data to the larger Orange County data. Use of this
data will assist the City in conceptualizing the effects of accepting the TA thresholds or developing
more specific thresholds.
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LSA
The "region" will be a term to be discussed with the City. The selection of a region is a vital part of
the VMT calculation, particularly for change in total VMT. The region should be large enough to
accommodate the range of trip lengths that occur for a project while keeping the scope of the
project at a reasonable scale. Potential regions may include the entire Orange County region or the
air pollution control district boundary. It is noted that basing regions on political boundaries may
truncate trip lengths; however, complete and specific data are pertinent to calculating accurate
VMT.
Currently, State technical guidance identifies screening criteria for select conditions. These include
proximity to transit areas and high quality transit corridors, local serving retail (less than 50,000
square feet), low trip -generating uses, and consistency with the RTP (i.e., floor -to -area ratio of less
than 0.75 with limited parking). Other conditions do exist, or are desirable in the future, that should
be considered screening criteria in Newport Beach. These may include denser areas of specific size
and scale, specific housing types, aquatic services that have low VMT profiles, and more.
All the following should be considered under the envelope of SB 743's intent: the reduction of GHGs,
the promotion of infill development, more robust multimodal transportation options, and mixed-use
development.
Task 3 Deliverable: Draft and final draft technical memoranda on proposed VMT
thresholds and screening criteria
TASK 4: UPDATE ENVIRONMENTAL THRESHOLDS AND CITY POLICY MANUAL
LSA understands that the City is seeking guidance for evaluating projects under the new VMT
thresholds. The CEQA Guidelines (California Code of Regulations Section 15064.7) encourage each
public agency to develop and publish thresholds of significance that the agency uses in determining
the significance of environmental effects. Task 4 acknowledges that it is a priority of the City to
develop VMT thresholds and to make them available for public review. Therefore, as part of this
task, LSA will review and propose updates to the City's Traffic Impact Analysis Guidelines and Policy
Manual to incorporate required VMT analysis.
Additionally, LSA will document VMT thresholds applicable to projects within Newport Beach. The
manual will provide guidance regarding how a VMT analysis needs to be conducted for projects, and
will provide information regarding screening criteria and thresholds. The document will also include
information regarding projects that may be eligible for exemption from any VMT analysis.
The City currently uses LOS and delay metrics to phase new development and circulation
improvements, as well as to plan, program, and fund many capital projects. While LOS and delay will
not be metrics for CEQA impact assessment, they are valuable tools to size new capacity
appropriately. In addition, LOS and delay are the current metrics to determine development impact
fee increments and establish project nexus.
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LSA
LSA will acknowledge continued use of the Traffic Impact Analysis Guidelines and Traffic Phasing
Ordinance to include discussions of the use of LOS for congestion relief, sizing of new infrastructure,
consistency with existing plans and development, and implementation of impact fee programs.
Task 4 Deliverable: Update the City's traffic impact study policies to address VMT analysis
required of new projects
TASK 5: ATTENDANCE AT MEETINGS
LSA will meet with City staff on up to six occasions to discuss progress and present interim
milestones and deliverables. The purpose of these meetings will be to present policy issues, discuss
the alternatives approaches, and document the direction the City wishes to pursue. Action minutes
will be prepared for each City meeting.
LSA will also be available to attend one City Council hearing to support the recommended action and
thresholds developed in this work plan. LSA will prepare materials in advance of the hearing to
communicate the work plan and its outcomes to the City Council.
Task 5 Deliverables: • Attendance at up to six meetings with City staff
• Action minutes for each of the six City staff meetings
• Preparation for and attendance atone City Council hearing
BUDGET ESTIMATE
Based on this scope of work, a budget of $42,000 will be required. This amount will be billed on an
hourly basis consistent with the terms and provisions of our existing on-call contract with the City of
Newport Beach. LSA will not exceed this amount without prior authorization.
Thank you for the opportunity to submit this professional services proposal. We look forward to
assisting the City of Newport Beach with developing meaningful and useful CEQA thresholds for
transportation impacts.
Sincerely,
LSA Associates, Inc.
" L*Y�
Anthony Petros
Principal
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City of Newport Beach SB 743 Implementation Budget Estimate
„�indnts\IN�iCach \ContciL.OuLl o1, 41BV;W� NB VMT Cuid PROPOSAL (I II S 2019)
Associate
A. Petros -
A. Mukherjee -
A. Black -
Reimbusable
Graphics
Senior Editor
Person -->
Principal
Associate
Associate
Technician
s
LSA
Hourly Rate -->
$250.00
$195.00
$175.00
$140.00
$110.00
TOTAL
Task 1 Coordination and Administration
36
$9,000.00
Task Kick Off Meeting
4
4
2
$1,920.00
Task 3 Develop Thresholds and Screening
40
20
20
10
$18,800.00
Task Update Manual
8
20
4 200
$6,140.00
Task 5 Attendance at Meetings
16
10
4
$6,190.00
TOTAL
HOURS
104
20
54
10
10
FEES
$26,000.00
$3,900.00
$9,450.00
$1,400.00
$1,100.00
$42,050.00
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N ON-CALL PROFESSIONAL SERVICES AGREEMENT
r
WITH LSA ASSOCIATES, INC. FOR
u TRAFFIC ENGINEERING
THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement') is
made and entered into as of this 9th day of October, 2017 ("Effective Date"), by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and charter
city ("City'), and LSA ASSOCIATES, INC., a California corporation ("Consultant'), whose
address is 20 Executive Park, Suite 200, Irvine, California 92614, and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide on call traffic and transportation
engineering services (`Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on September 19, 2020, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Consultant shall perform the on-call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Upon written request from the Project Administrator as defined herein,
Consultant shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal'). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the Services,
and the name of the individuals to be assigned, if available;
and
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services
shall be performed to completion in a diligent and timely manner. The failure by
Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal,
if any, or perform the Services in a diligent and timely manner may result in termination
of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Consultant's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subconsultant fees, shall not exceed
One Hundred Twenty Thousand Dollars and 00/100 ($120,000.00), without prior
written authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
LSA Associates, Inc. Page 2
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved
in writing in advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Ken Wilhelm to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. City's
Public Works Director or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
LSA Associates, Inc. Page 3
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services contemplated
by this (collectively, the "Indemnified Parties), from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), and which relate (directly or indirectly) to the negligence,
recklessness, or willful misconduct of the Consultant or its principals, officers, agents,
employees, vendors, suppliers, subconsultants, subcontractors, anyone employed
directly or indirectly by any of them or for whose acts they may be liable, or any or all of
them.
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
LSA Associates, Inc. Page 4
negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in
this indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and
liability regardless of whether any insurance policies are applicable. The policy limits do
not act as a limitation upon the amount of indemnification to be provided by the
Consultant.
10. INDEPENDENT CONTRACTOR
10.1 It is understood that City retains Consultant on an independent contractor
basis and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
10.2 Consultant agrees and acknowledges that no individual performing
Services or Work pursuant to this Agreement shall: work full-time for more than six (6)
months; work regular part-time service of at least an average of twenty (20) hours per
week for one year or longer; work nine hundred sixty (960) hours in any fiscal year; or
already be a CalPERS member.
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Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
LSA Associates, Inc. Page 5
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible to
City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and City. Except as specifically authorized herein,
the Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
LSA Associates, Inc. Page 6
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 CADD data delivered to City shall include the professional stamp of the
engineer or architect in charge of or responsible for the Work. City agrees that Consultant
shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the
modification or misuse by City, or anyone authorized by City, of CADD data; (b) the
decline of accuracy or readability of CADD data due to inappropriate storage conditions
or duration; or (c) any use by City, or anyone authorized by City, of CADD data for
additions to this Project, for the completion of this Project by others, or for any other
Project, excepting only such use as is authorized, in writing, by Consultant. By
acceptance of CADD data, City agrees to indemnify Consultant for damages and liability
resulting from the modification or misuse of such CADD data. All original drawings shall
be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a
CD, and should comply with the City's digital submission requirements for improvement
plans available from the City's Public Works Department. The City will provide Consultant
with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall
be transmitted to City in formats compatible with Microsoft Office and/or viewable with
Adobe Acrobat.
17.4 All improvement and/or construction plans shall be prepared with indelible
waterproof ink or electrostatically plotted on standard twenty-four inch (24") by thirty-six
inch (36") Mylar with a minimum thickness of three (3) mils. Consultant shall provide to
City 'As -Built' drawings and a copy of digital Computer Aided Design and Drafting
("CADD") and Tagged Image File Format (.tiff) files of all final sheets within ninety (90)
days after finalization of the Project. For more detailed requirements, a copy of the City
of Newport Beach Standard Design Requirements is available from the City's Public
Works Department.
18. OPINION OF COST
Any opinion of the construction cost prepared by Consultant represents the
Consultant's judgment as a design professional and is supplied for the general guidance
of City. Since Consultant has no control over the cost of labor and material, or over
competitive bidding or market conditions, Consultant does not guarantee the accuracy of
such opinions as compared to Consultant or contractor bids or actual cost to City.
LSA Associates, Inc. Page 7
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
21. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
LSA Associates, Inc. Page 8
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
25. CONFLICTS OF INTEREST
25.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
25.2 If subject to the Act, Consultant shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for immediate termination
of this Agreement by City. Consultant shall indemnify and hold harmless City for any and
all claims for damages resulting from Consultant's violation of this Section.
26. NOTICES
26.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
26.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Public Works Director
Public Works
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
26.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Ken Wilhelm
LSA Associates, Inc.
20 Executive Park, Suite 200
Irvine, CA 92614
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
LSA Associates, Inc. Page 9
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
28. TERMINATION
28.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
28.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
29. PREVAILING WAGES
If any of the Work contemplated under the Agreement is considered a "public
work," pursuant to the applicable provisions of the Labor Code of the State of California,
including but not limited to Section 1720 et seq., not less than the general prevailing rate
of per diem wages including legal holidays and overtime Work for each craft or type of
workman shall be paid to all workmen employed on such. In accordance with the
California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has
ascertained the general prevailing rate of per diem wages in the locality in which the Work
is to be performed for each craft, classification, or type of workman or mechanic needed
to execute the Agreement. A copy of said determination is available by calling the
prevailing wage hotline number (415) 703-4774, and requesting one from the Department
of Industrial Relations. The Contractor is required to obtain the wage determinations from
the Department of Industrial Relations and post at the job site the prevailing rate or per
diem wages. It shall be the obligation of the Contractor or any subcontractor under
him/her to comply with all State of California labor laws, rules and regulations and the
parties agree that the City shall not be liable for any violation thereof
LSA Associates, Inc. Page 10
30. STANDARD PROVISIONS
30.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
30.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
30.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
30.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
30.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
30.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
30.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
30.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
30.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
30.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
LSA Associates, Inc. Page 11
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
30.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
30.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
LSA Associates, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: `1 D60
By: 19r—
Aaron
'Aaron C. Harp NM s41WIjj-
City Attorney
ATTEST: ! y
Date: l I
By:464�'J'Non'--
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: I1 I C t,.
Dave
City Manager
CONSULTANT: LSA Associates, Inc., a
California corporation
Date: 10 /3 /1"7
By:
Rob McCann
IF
VA
Chief Executive Officer
becreiary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
LSA Associates, Inc. Page 13
EXHIBIT A
SCOPE OF SERVICES
Consultant shall provide the City with on-call project management skills, strategy
and solution implementation, and knowledge/experience of the local area as it relates to
traffic engineering and transportation planning, as stated in a Letter Proposal(s)
accepted by City, including but not limited to:
• Long-range transportation plans, bicycle master plans, nexus studies, and
fee programs, parking strategies, corridor studies, and preliminary
engineering services;
• Transportation and traffic engineering;
• Traffic impact studies for land development and capital projects;
• Parking demand and utilization;
• Traffic calming studies;
• Regional and community sustainable transportation plans;
• Multimodal transportation master plans;
• Transit, bicycle, and pedestrian plans;
• Travel demand model development, forecasting, and applications;
• Microsimulation/ operations simulation modeling;
• Context -sensitive complete street design;
• Master site planning and access design;
• Roadway and intersection design, including modern roundabouts;
• Construction management;
• Pavement Maintenance Programs;
• Signal timing plans;
• Roadway signage and striping plans;
LSA Associates, Inc. Page A-1
• Project study reports;
• Project development support;
• Project reports;
• Final plans, specifications, and estimates;
• Project management;
• Coordination with utility agencies;
• Americans with Disabilities Act compliance;
• Scheduling;
• Trip generation studies (e.g., trip generation rates for special uses) and
origin/destination studies (e.g., travel paths for vehicles);
• Assessments of traffic signal coordination and traffic progression and how
potential changes to traffic controls and roadway modifications may affect
surrounding facilities; and
• Traffic signal warrant studies based on the provisions of the Manual on
Uniform Traffic Control Devices, Chapter 4C, Traffic Control Signal Needs
Studies.
LSA Associates, Inc. Page A-2
EXHIBIT B
SCHEDULE OF BILLING RATES
LSA Associates, Inc. Page B-1
'•�"�'9 (yyry City of Newport Beach
° rIbill Traffic Engineering Services
HOURLY BILLING RATES EFFECTIVE JUNE 2017
Job Classification
Hourly
Unit Cost
Description
Unit Cost
Reproduction
(8.5 x 11) B/W
$0.07 per page
GPS Unit
Rate
Planning
Environmental
Transportation
Air/Noise
Cultural Resources
Biology
GIS
Rangel,
Principal
Principal
Principal
Principal
Principal
Principal
Principal
$180-325
Associate
Associate
Associate
Associate
Associate
Associate
Associate
$95-240
Senior
Senior
Senior
Senior Air
Senior Cultural
Senior Biologist/
Senior GIS
$95-195
Planner
Environmental
Transportation
quality/Noise
Resources Manager
Botanist/Wildlife
Specialist
$25.00 per day
Mileage
Planner
Planner/Engineer
Specialist
Biologist/Ecologist/
Soil Scientist/
Herpetologist/
Arborist
Planner
Environmental
Transportation
Air quality/
Cultural Resources
Biologist/Botanist/
GIS Specialist
$80-140
Planner
Planner/Engineer
Noise Specialist
Manager
Wildlife Biologist/
Ecologist/Soil
Scientist/
Herpetologist/
Arborist
Assistant
Assistant
Assistant
Air quality/
Cultural Resources
Assistant Biologist/
Assistant GIS
$70-105
Planner
Environmental
Transportation
Noise Analyst
Analyst
Botanist/Wildlife
Specialist
Planner
Planner/Engineer
Biologist/Ecologist/
Soil Scientist/
Herpetologist/
Arborist
Field Services
Senior Field Crew/Field Crew $70-100
Office Services
Graphics $115-125
Marketing $80-185
Office Assistant $55-105
ect Assistant $70-100
R=
Research Assistant/Intern $50-70
Word Processing/Technical Editing $60-115
M nvuny rare mr worx invoiwng actual expenses m court (e.g., giving aeposinons or similar expert testimony) will be billed at 5400 per
hour regardless of job classifications.
LSA IN-HOUSE DIRECT EXPENSES EFFECTIVE JUNE 2017
LSA
14
Description
Unit Cost
Description
Unit Cost
Reproduction
(8.5 x 11) B/W
$0.07 per page
GPS Unit
$75.00 per da
Reproduction
(8.5 x 11) Color
$0.40 per page
Total Station Surveying Instrument
$50.00 per day
Reproduction
(11 x 17) B/W
$0.10 per page
Level (Laser or Optical)
$25.00 per day
Reproduction
(11 x 17) Color
$0.75 per page
Laser Rangefinder
$25.00 per day
CD Production
$5.00 per CD
Sound Meter
$75.00 per day
USB Flash Drive
$5.00 per drive
Sound Meter with Velocity Transducer
$85.00 per day
Plotting
$3.75 per sq ft
Aerial Photo
Cost
Aerial Drone
$200.00 per day
Boat Rental
$125.00 per day
Mileage
On -Road
Current federal rate
Water quality Meter
$25.00 per day
Mileage
Off -Road
Current federal rate
LSA
14
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers, employees and any person
or entity owning or otherwise in legal control of the property upon which
Consultant performs the Project and/or Services contemplated by this
Agreement.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
LSA Associates, Inc. Page C-1
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Consultant or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement shall be included as insureds under such
policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
LSA Associates, Inc. Page C-2
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
LSA Associates, Inc. Page C-3
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Contract, and that involve or may involve coverage
under any of the required liability policies. City assumes no obligation or
liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
LSA Associates, Inc. Page C-4
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 10/12/17 Dept./Contact Received From: Lucie
Date Completed: 10/21/17 Sent to: Lucie By: Jan
Company/Person required to have certificate: LSA Associates
Type of contract:
1. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 9/30/17 — 9130/18
A.
INSURANCE COMPANY: Hartford Fire Insurance Company
B.
AM BEST RATING (A-: VII or greater): A+/XV
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
$1M/$2M
E.
ADDITIONAL INSURED ENDORSEMENT—please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
N/A
F.
not apply to Waste Haulers or Recreation)
® Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
® N/A ❑ Yes ❑ No
G.
COMPLETED OPERATIONS ENDORSEMENT (completed
❑ N/A ❑ Yes ® No
H.
Operations status does not apply to Waste Haulers)
® Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
0 Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes ®No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
11. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 9/30/17 — 9/30/18
A.
INSURANCE COMPANY: Hartford Fire Insurance Company
B.
AM BEST RATING (A-: VII or greater) A+/XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS - If Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
$1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
® N/A ❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
❑ N/A ❑ Yes ® No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
III
WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 9/30/17 — 9/30/18
A. INSURANCE COMPANY: Hartford Fire Insurance Company
B. AM BEST RATING (A-: VII or greater): A+/ XV
C. ADMITTED Company (Must be California Admitted):
D. WORKERS' COMPENSATION LIMIT: Statutory
E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included?
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM
H. NOTICE OF CANCELLATION -
El Yes ❑ No
® Yes ❑ No
$1,000,000
® Yes ❑ No
® N/A ❑ Yes ❑ No
❑ N/A ® Yes ❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY 9/30/17-9/30/18, BERKLEY INSURANCE COMPANY
Rated: A+/XV, Admitted Limits: $2M/$4M ❑ N/A ® Yes ❑ No
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
10/21/17
Date
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management Date
* Subject to the terms of the contract.