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HomeMy WebLinkAboutC-3938(A) - PSA for On-Call Traffic Engineering Services0 E AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH AUSTIN -FOUST ASSOCIATES, INC. FOR ON -CALL TRAFFIC ENGINEERING SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SE VICES AGREEMENT, is entered into as of this 0 day of � IL 200_!I_, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "CITY "), and AUSTIN -FOUST ASSOCIATES, INC., a California Corporation whose address is 2223 Wellington Avenue, Suite 300, Santa Ana, California 92701 ( "CONSULTANT'), and is made with reference to the following: RECITALS: A. On May 22, 2007, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "AGREEMENT', for on -call traffic engineering services for the City on an as need basis, hereinafter referred to as "PROJECT". B. CITY desires to enter into this AMENDMENT NO. ONE to reflect additional services not included in the AGREEMENT and to extend the term of the AGREEMENT to June 30, 2011. C. CITY and CONSULTANT mutually desire to amend AGREEMENT, hereinafter referred to as "AMENDMENT NO. ONE ", as provided here below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Consultant shall be compensated for various services performed pursuant to AMENDMENT NO. ONE and according to the PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL TRAFFIC ENGINEERING SERVICES dated May 22, 2007, attached hereto as Exhibit A. 2. Compensation to the Consultant for services performed pursuant to this AMENDMENT NO. ONE for all work performed July 1, 2009 to June 30, 2011, including all reimbursable items and subconsultant fees, shall be based on the attached Schedule of Billing Rates, attached here to as Exhibit B. 3. The term of the AGREEMENT shall be extended to June 30, 2011. 4. Except as expressly modified herein, all other provisions, terms, and covenants set forth in AGREEMENT shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. ONE on the date first above written. APPROVED AS TO FORM: 4 By: C_%..1 C Mynette D. Beauchamp Assistant City Attorney for the City of Newport Beach ATTEST: c By: L, - Leilani rown, City Clerk �ORp1P CITYNEWPO�T�EACH, A Mu *)alrQQrpo at hi Lxdward D. Selich Mayor for the City of Newport Beach AUSTIN-FOVST /6/SSQCIATES, INC.: By: Joe ust, Treasurer By: V//// ustin, Secretary Attachments: Exhibit A - Professional Services Agreement for On -Call Traffic Engineering Services Exhibit B - Schedule of Billing Rates CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 10 April 28, 2009 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Antony Brine, P.E. 949 - 644 -3329 or tbrine @city.newport- beach.ca.us SUBJECT: TRAFFIC ON -CALL SERVICES - APPROVAL OF AMENDMENTS TO PROFESSIONAL SERVICES AGREEMENTS WITH AUSTIN -FOUST ASSOCIATES, INC, TRAFFIC CONTROL ENGINEERING, INC., AND TRANSPORTATION STUDIES, INC. RECOMMENDATIONS: 1. Approve Amendment No. 1 to the Professional Services Agreement with Austin - Foust Associates Inc. for on -call traffic engineering services and authorize the Mayor and City Clerk to execute the Amendment. 2. Approve Amendment No. 1 to the Professional Services Agreement with Traffic Control Engineering, Inc., for on -call traffic engineering services and authorize the Mayor and City Clerk to execute the Amendment. 3. Approve Amendment No. 1 to the Professional Services Agreement with Transportation Studies, Inc., for on -call traffic engineering services and authorize the Mayor and City Clerk to execute the Amendment. DISCUSSION: On May 22, 2007, the City Council approved Professional Services Agreements with Austin -Foust Associates, Inc. and Transportation Studies, Inc. to provide as needed on- call traffic engineering services regularly required for traffic studies, and data collection. These Professional Service Agreements expire on June 30, 2009. On June 26, 2007, the City Council approved a Professional Services Agreement with Traffic Control Engineering, Inc. to provide for the regular preparation of traffic control plans for Capital Improvement Program (CIP) projects. This Professional Services Agreement expires June 30, 2009. On -call agreements allow staff to retain specialized services that are regularly required for various projects, at fees that are set for a two year period of time. On -call agreements were developed to avoid a great number of small but time - consuming Professional Services Agreements (PSA's) between the City and consultants to accomplish these on -going project tasks. Staff recommends extending the term of each Traffic On -Call Services — Approval Professional Services Agreements April 28, 2009 Page 2 PSA's by two years (June 2011) and updating the hourly rates as shown on the attached PSA exhibits. The Fee Schedules are also updated. Austin -Foust Associates, Inc. has performed traffic engineering services for more than 73 projects for the City over the past 25 years. These projects have included the Corona del Mar High School traffic study, development of the original Newport Beach Traffic Model, North Newport Center Traffic Study, and design of the Upper Newport Bay Bike Trail. Transportation Studies, 'Inc. has provided years of traffic data collection services for the City. Their firm collects manual turning movement counts, 24 -hour speed and volume data collection, radar speed surveys, and parking counts. Traffic Control Engineering, Inc. specializes in the preparation of traffic detour and control plans. They have a substantial track record in preparing plans for the City and many other public agencies throughout southern California All three firms have provided exceptionally high quality service for the City on numerous projects over the years. Rates included in the agreements are competitive and in line with industry standards. The new fees for various services are either unchanged, or are approximately 5 -10% higher than 2007. See the attached table for rate comparisons. Funding Availability: Funds for these services are available in specific project accounts within the City Council approved Capital Improvement Program. Environmental Review: Environmental clearances will be completed for each Capital Improvement Project. Prepared by: Antony Brine, P. . City Traffic Engineer Submitted in G. Badum Works Director Attachment: Amendment No. 1 to Agreement with Austin -Foust Associates, Inc. Amendment No. 1 to Agreement with Transportation Services, Inc. Amendment No. 1 to Agreement with Traffic Control Engineering, Inc. Public Works On- Call Consultants: Traffic Engineering Services AUSTIN -FOUST ASSOCIATES, INC. Position 2007 Hourly Rates 2009 Hourly Rates Hourly Rate Difference Principal $175 $185 $10 Associate $140 -$160 $155 -$170 $15 -$10 Transportation Engineer $100 -$130 $100 -$135 $0 -$5 Transportation Planner $75 -$110 $90 -$120 $15 -$10 Transportation Analyst $75 -$120 $85 -$125 $10 -$5 Design Engineer $110 $120 $10 Design Drafter $75 $85 $10 Technical /Clerical $70 -$75 $75 -$85 $5 -$10 Amount Expended 6/2007- 6/2009 Bayside DriveTraffic Calming Traffic Modernization Ph 1 Peer Review Total TRAFFIC CONTROL ENGINEERING, INC. $ 15,500.00 $ 5,280.00 $ 20,780.00 Position 2007 Hourly Rates 2009 Hourly Rates Hourly Rate Difference Principal $195 $215 $20 Transportation Engineer $125 $135 $10 Design Engineer $95 $105 $10 CAD Technician $75 $82 $7 Word Processor $55 $60 $5 Amount Expended 6/2007- 6/2009 Dolphin Deep Water Well Total TRANSPORTATION STUDIES, INC. $ 3,000.00 $ 3,000.00 Traffic Data Collection Services 2007 Hourly Rates 2009 Hourly Rates Hourly Rate Difference 24 Hour Machine Counts $45 /Location $45 /Location $0 24 Hour Machine Counts - 4 Leg App. $180 /1-ocation $180 /Location $0 24 Hour Machine Counts - 3 Leg App. $135 /Location $135 /Location $0 24 Hour Machine Counts - Speed /Vol. $80 /Machine $80 /Machine $0 24 Hour Machine Counts - Class /Vol. $80 /Machine $80 /Machine $0 Radar Speed Survey $35 /Hour $35 /Hour $0 Turning Movement Counts $35 /Man Hour $35 /Man Hour $0 Parking Studies $35 /Man Hour $35/m =Man Hou $0 Amount Expended 6/2007- 6/2009 Traffic Counts (various locations) Total $ 22,255.00 $ 22,255.00 AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH AUSTIN -FOUST ASSOCIATES, INC, FOR ON -CALL TRAFFIC ENGINEERING SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT, is entered into as of this day of , 200_, by and 'between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "CITY "), and AUSTIN -FOUST ASSOCIATES, INC., a California Corporation whose address is 2223 Wellington Avenue, Suite 300, Santa Ana, California 92701 ( "CONSULTANT'), and is made with reference to the following: . RECITALS: A. On May 22, 2007, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "AGREEMENT', for on -call traffic engineering services for the City on an as need basis, hereinafter referred to as "PROJECT ". B. CITY desires to enter into this AMENDMENT NO. ONE to reflect additional services not included in the AGREEMENT and to extend the term of the AGREEMENT to June 30, 2011. C. CITY and CONSULTANT mutually desire to amend AGREEMENT, hereinafter referred to as "AMENDMENT NO. ONE ", as provided here below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Consultant shall be compensated for various services performed pursuant to AMENDMENT NO. ONE and according to the PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL TRAFFIC ENGINEERING SERVICES dated May 22, 2007, attached hereto as Exhibit A. 2. Compensation to the Consultant for services performed pursuant to this AMENDMENT NO. ONE for all work performed July 1, 2009 to June 30, 2011, including all reimbursable items and subconsultant fees, shall be based on the attached Schedule of Billing Rates, attached here to as Exhibit B. 3. The term of the AGREEMENT shall be extended to June 30, 2011. 4. Except as expressly modified herein, all other provisions, terms, and covenants set forth in AGREEMENT shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. ONE on the date first above written. APPROVED AS TO FORM By: rte_ C d i/ Mynette D. Beauchamp Assistant City Attorney for the City of Newport Beach r-l"06. -111 M Leilani Brown, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation By: Edward D. Selich Mayor for the City of Newport Beach AUSTIN -FOUST ASSOCIATES, INC.: By: Joe Foust, Treasurer By: T.W. Austin, Secretary Attachments: Exhibit A - Professional Services Agreement for On -Call Traffic Engineering Services Exhibit B - Schedule of Billing Rates EXHIBIT A Fax #: CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 6-14-07 Date Completed: 6-20-07 Dept./Contact Received From: Shauna Oyler Sent to: Shauna By: April Walker Company/Person required to have certificate: Austin Foust GENERAL LIABILITY A. INSURANCE COMPANY: United States Fidelity & Guaranty 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 $1M or greater): What is limit provided? 2mil agg/1 mil occ E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? ® Yes ❑ No F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No H. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No I. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. Il. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: United States Fidelity & Guaranty 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 min. BI & PD and $500,000 UM): What is limits provided? 1 roil E. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ❑ Yes ® No F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): Is it included? N/A ❑ Yes ❑ No G. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. WORKERS' COMPENSATION A. INSURANCE COMPANY: St. Paul Protective Ins. B. AM BEST RATING (A: VII or greater): A+ XV C. LIMITS: Statutory D. WAIVER OF SUBROGATION (To include HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Auto: Additional insured endorsement missing. ) : Is ii lnclydied? ',U ,v L` ability: Additional insured ® Yes ❑ No ❑ Yes ® No ne volunteers. PROFESSIONAL SERVICES AGREEMENT WITH AUSTIN -FOUST ASSOCIATES, INC., FOR ON -CALL TRAFFIC ENGINEERING SERVICES THIS AGREEMENT is made and entered into as of this a� day of 2007, by and between the CITY OF NEWPORT BEACH, a Municipal Corporatio ( "City "), and AUSTIN -FOUST ASSOCIATES, INC., a California corporation whose address is 2223 Wellington Avenue, Suite 300, Santa Ana, California 92701- 3161 ( "Consultant'), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it. is now being conducted under the statutes of the State of California and the Charter of City. B. City has a need for on -call assistance for traffic engineering analysis, traffic studies, and design services. C. City desires to engage Consultant to perform on -call traffic engineering services throughout the City on an as need basis ( "Project'). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member[s] of Consultant for purposes of Project, shall be Joe Foust, P.E. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of June, 2009, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall provide "On -Call' traffic engineering analysis, traffic studies, and design services as described in the Statement of Qualifications attached as Exhibit "A." Upon verbal or written request from the Project Administrator, 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: A. A detailed description of the services to be provided; B. The position of each person to be assigned to perform the services, and the name of the individuals to be assigned, if available, C. The estimated number of hours and cost to complete the services; and D. The time needed to finish the specific project. 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 Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis, in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit "B" and incorporated herein by reference. 11 No rate changes shall be made during the term of this Agreement without the prior written approval of the City. Consultant's compensation for services performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as approved by the Project Administrator. Any Letter Proposal that sets forth fees in excess of Thirty Thousand Dollars and No Cents ($30,000.00) shall. require a separate Professional Service Agreement approved by per Council Policy F -14. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding. month. Consultant's bills shall include the name of the person and /or classification of employee who performed the work, a brief description of the services performed and /or the specific task in the letter proposal to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in the Letter. Proposal. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement and the Letter Proposal, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and/or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work 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 Letter Proposal and which the parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule. of Billing Rates set forth in Exhibit B. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Joe Foust, P.E. to be its Project Manager. Consultant shall not remove or reassign the Project I 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. 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. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Antony Brine, P.E. shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. B. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at N its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over 5 the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 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 and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. 13 Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. 1. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. 2. General Liability Coverage, Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. 3. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. 4. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). 7 E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: 1. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. 2. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. 3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 4_ The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. 5. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. 6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or N subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the texpress written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES 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 City in ".dwg" file format on a CD, and should comply with the City's digital submission requirements for Improvement Plans. The City will provide AutoCAD file of City Title Sheets. All written documents shall be transmitted to City in the City's latest adopted version of Microsoft Word and Excel. 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 authorizes the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his I udgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 22_ RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records 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 under this Agreement. IR 23. WITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his 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. 24. 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 paragraph is intended to limit City's rights under any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for 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. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deerned served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: 11 Antony Brine Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92658 -8915 Phone: 949 - 644 -3311 Fax: 949 - 644 -3318 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Joe Foust Austin -Foust Associates, Inc. 223 Wellington Avenue, Suite 300 Santa Ana, CA 92701 -3161 Phone: 714-667-0496 Fax: 714 - 667 -7952 28. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not Ccured 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, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provision, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. 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, regulations and permit requirements and be subject to approval of the Project Administrator and City. 12' 30. 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. 31. 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. 32. 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. 33. 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. 34. 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. 35. 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. 36. 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. 13 37. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By: A '— Cc v — Aaron C. Harp, Assistant City Attorney a% for the City of Newport Beach (Nd ATTEST: LaVonne Harkless, City Clerk Attachments CITY OF NEWPORT BEACH A Municipal Corporation Mayor ` for the City of N AUSTIN -FOU Tit TES, INC. Print Name: / r By: (Financial Officer) Title: Ile, c . yl Print Name: Exhibit A – Statement of Qualifications Exhibit B – Schedule of Billing Rates f:\users\pbw\shared\agreements\fy 07-08\on-call services\austin foust-traffic engineering.doc 14 Exhibit A QA W AUSMV-FOUST ASSOCIATES, INC. TRAFFIC ENGINEERING AND %RANSPORTA iIDN PLANNING April 16, 2007 City of Newport Beach Public Works Department 3300 Newport Blvd. Newport Beach, CA 92658 ATTENTION: Mr. Tony Brine, Acting Traffic Engineer SUBJECT: SOQ — ON -CALL TRAFFIC ENGINEERING DESIGN SERVICES Dear Mr. Brine: Austin -Foust Associates, Inc. (AFA) are pleased to have been invited to submit a Statement of Qualifications (SOQ) for On -Call Traffic Engineering Design Services to the City from now until June 30, 2009. Let us begin by indicating our sincere interest in what we hope to be a continuation of essentially this same type of service to the City over the past 20+ years. While we are attempting to follow the SOQ precisely by furnishing information on the seven specific areas noted, we would hope you simply examine our past experience with the City of Newport Beach and use that as your guide to evaluating our qualifications. In fact, simply ask your own staff and perhaps Mr. Rich Edmonston, now retired, as to their impressions of our qualifications. In addition to Staff references, we would like to point to a few recent projects that we believe have been quite successful and represent the quality of work you have come to expect from us. A few examples are: I. The Joint City — Corona Del Mar High School sponsored traffic study that led to re- striping of Eastbluff Drive and the re- design of the main parking lot circulation and new "airport style" drop - off. 2. Development of the original Newport Beach Traffic Model with periodic updates and maintenance. 3. Citywide General Plan Amendment Traffic Circulation Study, 4. Design of Upper Newport Bay Bike Trail. 5. Newport Beach Trip Rate Traffic Study. 6. Seventy-three other individual projects for the City over a 25 -year period. 07 ci"rnmponbeachsoq. doc 2223 Wellington Avenue, Suite 300 • Santa Ana, California 92701 -3161 Tel: (714) 667 -0496 Fax: (714) 667 -7952 www.atistinfoust.com Mr. Tony Brine, City of Newport Beach April 16, 2007 Page 2 We hope this provides enough information for you to fully evaluate us. If not, we would be pleased to provide whatever other material you need. However, we believe the impressions we have already made with you and your staff speaks for itself and we trust that references over any promotional type of information as the best indication of our qualifications. However, you are welcome to call me directly should you have any questions. We want very much to continue our on -going relationship with the City of Newport Beach. Attachment: SOQ Information 076 ryofnewponbeachsoq. doc SOQ INFORMATION LOCAL STAFFING Joe E. Foust, Principle Terence W. Austin, Principle Daryl Zerfass, Associate Krys Saldivar, Associate Cathy Lawrence, Transportation Engineer ADVANCE NOTICE REQUIREMENTS Austin -Foust Associates, Inc. (AFA) pledges to respond to any and all calls for traffic engineering assistance either the same day or following business day for preliminary discussion. If a formal written proposal is required, such shall be provided for as agreed in the preliminary discussion, but for certain within one week for a major effort. We will respond in three days for a minor effort. RESUMES OF KEY PERSONNEL (see Next Page) 07cityofnewponbeachsoq.doc RESUME JOE E. FOUST, Principal Education B.S. in Civil Engineering M.S. in Transportation Registration Traffic Engineer: CA 9854 Civil Engineer. CA 920258 Organizations Institute ofTransportation Engineers Orange County Traffic Engineers Council, Chairman -1979 Experience Mr. Foust is co- founder of Austin -Foust Associates, Inc. (AFA), and prior to establishment of the firm, 20 years ago, was the principal owner of JEF Engineering. Mr. Foust has prepared studies and reports covering a wide range of traffic engineering activities such as impact studies of highway improvement, impacts of proposed development, traffic operations studies, channelization and signing studies, and computerized traffic control systems, as well as performing traffic signal system studies. Formerly, Mi. Foust was the head of the Transportation and Traffic Engineering Division for the City of Santa Ana, a position held for over five years. While with Santa Ana, he was involved in a variety of transportation projects including creation of the OCTD Multi -modal terminal in the downtown area. Prior to Santa Ana, he held the position of Project Manager/Traffic Engineer for VTN Consulting Engineers and Caltrans. In these positions, he developed experience in all aspects of traffic engineering from design through and including fiscal management. Local /regional work includes active participation in the area of operations, design, transportation planning, and local /regional funding institutions. Mr. Foust is a past member and Chairman of the Orange County Transportation Agency's Technical Advisory Committee, as well as Southern California Association of Governments Transportation and Utilities Committee. Traffic Engineering Mr. Foust has been heavily involved in several different FH WA funding programs, including the current ISTEA. This experience includes preparation of applications during calls for projects up to and 2 07cityofnewportbeachsoq.doe including preparation of final Plans, Specifications and Estimates (PS &E) complying with FHWA and Caltrans requirements. The various programs Mr. Foust has participated in are Traffic Operations Programs to Improve Capacity and Safety, Hazard Elimination and Safety, Intelligent Vehicle Systems, Motorist Information Systems and Surveillance, and Pavement and Roadway Rehabilitation, among others. Computerized Traffic Flow Simulation Mr. Foust has considerable knowledge and experience with computerized traffic Flow simulation including use of TRANSYT and SYNCHRO computer models. He routinely utilizes these models for both optimization of signal timing and as an analytical tool. As Project Manager, he utilized TRANSYT -7F to analyze computer runs in the performance of traffic signal Management and CORSIM (coordination and surveillance) projects for several cities. Traffic Studies Mr. Foust has extensive experience in the preparation of traffic circulation and transportation planning studies. These studies involve TSM/Transit options, parking management, residential traffic control, and the integration of operational traffic engineering with regional travel modeling and forecasting. Examples of recently completed studies include: • Mission Viejo Hospital Traffic Study, Mission Viejo • Gateway Redevelopment Area Traffic Study, Laguna Niguel • Spadra Lane Residential Traffic Control Study, Mission Viejo • Michelson Drive Residential Traffic Control Study, Irvine, • Transportation Assessment Fee Feasibility Study, Palm Springs • Peninsula Center Office Parking Management Program, Rolling Hills Estates • Palos Verdes Parking and Circulation Study, Rancho Palos Verdes • South Coast Plaza Area Transportation Study, Joint Effort: OCTA, OCTD, City of Costa Mesa and City of Santa Ana 4 Santa Ana/Orange Neighborhood Preservation Plan, Santa AmVOrange • High Flow Arterial Concept Feasibility Study, OCTA • Ocean Front Boardwalk Feasibility Study, Newport Beach • University Drive Extension Deletion Study, Orange County • Spring - Walnut MPAH Realignment Study, City of Orange • PCH -Del Prado One -Way Couplet Study, Dana Point 07city0fnewponbeachsoq.doc RESUME TERENCE W. AUSTIN, Principal Education B.E. in Civil Engineering B.S. in Mathematics M.S. in Transportation M.B.A. in Business Administration Registration Traffic Engineer: CA #TRI 123 Experience Mr. Austin is a principal with Austin -Foust Associates, Inc. He has been involved in transportation planning for over 30 years, with specific expertise in long -range planning and effective integration of transportation needs and strategies into overall land use and transportation system planning. As part of his transportation planning work, he has carried out numerous traffic studies in support of Project Study Reports (PSR's) and Project Reports (PR's). Some examples of major studies in which he has been the project manager are as follows: 1 -5/1 -405 Confluence — Mr. Austin was Project Manager for the traffic study carried out for the 1- 5/1 -405 confluence in Orange County. The work included the preparation of traffic forecasts and then the analysis of various alternatives to compare operational performance and identify capacity needs. The results were used in both the PSR and PR for this major project. Orange County Transportation Corridors — Mr. Austin has been Project Prinicpal for numerous special studies for Orange County's tollways. The studies have included interchange analyses, phasing analyses, and most recently a detailed study of the proposed extension of the Foothill Transportation Corridor (SR -41) from its current termination to 1 -5. The work has involved preparing traffic forecasts and carrying out capacity analyses for 40 land use /transportation alternatives. Freeway Interchange Studies - Mr. Austin has been Project Manager for numerous PSR and PR traffic studies for freeway interchange projects. Examples include 1- 5 /1- lasley Canyon Road, 1- 5/Magic Mountain Parkway, 1 -5 /SR -126 connection (Santa Clarita Valley), IS /Crown Valley Parkway, and I -5 /Ortega Highway (Orange County). Riverside County to Orange County MIS. Mr. Austin is Project Manager for the Traffic Analysis part of this Major Investment Study. The work involves analyzing various alternatives for increasing capacity between the two counties. A major part of the work effort is analyzing existing and future traffic operations for the SR -91 freeway. With a proven ability to work with other professionals, Mr. Austin has participated in many multi - disciplinary teams on specific engineering projects. 4 07ciryo(newportbeachsoq.doc RESUME DARYL ZERFASS, Associate Education Q.S. in Civil Engineering Registration Traffic Engineer: CA # 1824 Organizations American Society of Civil Engineers (ASCE) Institute of Transportation Engineers (ITE) Experience Daryl Zerfass is a Transportation Engineer with Austin -Foust Associates, Inc. (AFA). He has over 15 years experience in both traffic engineering and transportation planning and is a Registered Traffic Engineer in the State of California. Mr. Zerfass has performed numerous engineering studies involving site impact analyses, roadway capacity analyses, traffic signal timing, arterial traffic signal coordination, traffic signal design and traffic management plans. He is also experienced in traffic forecasting and has worked on projects involving traffic modeling for areas throughout Southern California. Examples of recent project experience are as follows: TRANSPORTATION SYSTEM STUDIES Santa Clarita Valley Highway System - Interim Year Improvement Program Santa Clarita Valley Highway System - Evaluation of New Roadway Links Eastern Transportation Corridor Phasing Analysis IMPACT ANALYSIS STUDIES North Valencia Annexation Areas I and 2 EIR Traffic Studies Gates/King Development EIR Traffic Analysis City of Costa Mesa General Plan Update John Wayne Airport EIR Traffic analysis South Coast Plaza Town Center EIR Traffic Analysis Segerstrom Home Ranch EIR Newport Coast Traffic Analyses Fashion Island Expansion Traffic Analysis Rye Canyon Business Park Traffic Study Marketplace at Laguna Niguel Traffic Analysis SIGNAL PROGRESSION ANALYSIS City of Irvine — Main Street Signal Coordination Santa Clarita Mall Signal System City of Corona - 6th Street Progression 1- 710/Firestone Boulevard Interchange Reconstruction Project. PS &E 5 07cityotnewponbeachsoq.doc San Joaquin Hills Transportation Corridor Stage Construction and Traffic Handling Plans Traffic Signal and Channelization Plans in Orange and Riverside Counties Mr. Zerfass is experienced with various traffic engineering software packages, including SYNCHRO, SIMTRAFFIC, HCS, TRANSYT -7F, PASSER I1 -90 and AFA's own TRANPAC modeling software. 10 -25-04 076tyofnewponbeachsoq.doc RESUME KRYS SALDIVAR, Associate Education B.S. in Civil Engineering with Environmental Planning Emphasis Experience Krys Saldivar is a Transportation Planner with AFA specializing in land use and circulation planning. Her capabilities include traffic forecasting, capacity analysis, traffic engineering evaluation, and land use /circulation impact analysis. Ms. Saldivar has had responsibility for a variety of circulation analysis projects in Orange County and other parts of Southern California. Her work has included land use development impact analyses, highway facility EIR traffic studies, Specific Plan traffic studies, General Plan Circulation Element traffic studies, and freeway interchange analyses. Examples of specific project experience are as follows: • Foothill/Trabuco Specific Plan Traffic Study • Irvine Spectrum Traffic Analyses • Alipaz Deletion Study - Cities of Dana Point and San Juan Capistrano • San Joaquin Hills Transportation Corridor South End analysis • Camino Capistrano Development Circulation Alternatives • General Plan Circulation Element update - City of Irvine • General Plan Circulation Element update - City of Laguna Niguel • General Plan Circulation Element update - City of Santa Fe Springs • General Plan Circulation Element update - City of Tustin • Portola Parkway Traffic Analysis • O'Neill Regional Park Traffic Analysis • Irvine Business Complex Traffic Analysis • Marine Corps Air Station (MCAS) Tustin Specific Plan /Reuse Plan She has carried out traffic analyses for South Orange County cities and communities and has worked on the development of traffic models for the University of California, Irvine campus and the citywide model for the City of Irvine. She provides traffic analysis services on an on -going basis to the Cities of lrviue and Newport Beach utilizing the cities' traffic models to determine circulation impacts of specific development projects or circulation improvement programs. 10 -z6 -04 07cRyofnewporibeachsoq. doc RESUME CATHERINE LAWRENCE, Transportation Engineer Education B.S. in Civil Engineering Registration Traffic Engineer: CA OTR001634 Organizations Orange County Traffic Engineering Council Institute of Transportation Engineers Experience Catherine Lawrence is a Transportation Engineer with 18 years experience in traffic and transportation studies. Her capabilities include land use /circulation impact analysis, traffic forecasting, capacity analysis, site plan and parking analysis, signal progression analysis and freeway operations analysis. Ms. Lawrence has been responsible for a variety of traffic impact studies and traffic engineering evaluation projects throughout Southern California. She has been responsible for overseeing the firm's traffic Flow simulation models in many cities, including the City of San Juan Capistrano, the City of Orange and the City of Moorpark. Examples of specific project experience areas follows: Traffic Engineering North Park Village Spec Plan Traffic Analysis Edinger Corridor Spec Plan Traffic Analysis Traffic Operations Analysis FTC /ETC /SJHTC Annual AVO Survey 1 -5 Corridor Feasibility Study City Drive Ramp Relocation City of Fountain Valley- Secondary Highway hiterconnect 1 -5 /Avery Interchange Feasibility Study Greenfield /SJHTC Interchange Analysis 1- 710/Firestone Interchange Project Report 8 07cityotnewporlbeachsoq.doc PUBLIC AGENCIES WORKED FOR IN PAST FIVE YEARS This listing would be quite lengthy. AFA's total client list is over 1000. We have worked for almost all of the Cities in Orange County, most in Ventura County, several in San Bernardino and Riverside Counties, and some in Los Angeles County. A copy of the listing of City clients, which totals 73, is attached. 9 07ciryofnewpoahe chsoq.doc CITY CLIENT LIST City Of Agoura Hills City Of Huntington Beach City Of Alhambra City Of Inglewood City Of Aliso Viejo City Of Irvine City Of Anaheim City Of La Habra City Of Bell City Of La Palma City Of Bellflower City Of La Puente City Of Beverly Hills City Of Laguna Niguel City Of Brea City Of Lake Forest City Of Buena Park City Of Lakewood City Of Camarillo City Of Lancaster City Of Chino City Of Long Beach City Of Colton City Of Mission Viejo City Of Commerce City Of Moorpark City Of Corona City Of National City City Of Costa Mesa City Of Needles City Of Dana Point City Of Newport Beach City Of Diamond Bar City Of Norco City Of El Segundo City Of Norwalk City Of Encinitas City Of Ojai City Of Fontana City Of Ontario City Of Fountain Valley City Of Orange City Of Fullerton City Of Oxnard City Of Garden Grove City Of Palm Desert City Of Hermosa Beach City Of Palos Verdes 10 07cityofneaponheachsoq . doc City Of Pasadena City Of Placentia City Of Rancho Cucamonga City Of Redondo Beach City Of Riverside City Of Rolling Hills Estates City Of Sacramento City Of San Buena Ventura City Of San Clemente City Of San Dimas City Of San Juan Capistrano City Of San Marino City Of Santa Ana City Of Santa Clarita City Of Santa Fe Springs City Of Santa Monica City Of Solana Beach City Of South Gate City Of Temecula City Of Torrance City Of Tustin City Of Vernon City Of Whittier City Of Yorba Linda City Of Coto De Caza It 07cityofnewportbeachsoq.doc - Exhibit B FEE SCHEDULE (EXHIBIT B) Effective January I, 2007 — December 31. 2007 AUSTIN -FOUST ASSOCIATES, INC. STANDARD RATE SCHEDULE CATEGORY HOURLY RATE Principal $175 Associate $140-S160 Transportation Engineer $100-S130 Transportation Planner $75 - $1 10 Transportation Analyst $75 -$120 Design Engineer $110 Design Drafter $75 Technical /Clerical $70-S75 Direct expenses billed as actual costs 12 07cityafnewportbeachsoq.doc EXHIBIT B 0 E.*GPA47oFRIWG AIV.,9. 7_,,?AN$,PoRrA7-1'Cr1V PzAlvwlNgo Effective January 1, 2009 — December 31, 2009 AUSTIN-FOUST ASSOCIATES, INC. STANDARD RATE SCHEDULE CATEGORY HOURLY RATE Principal $185 Associate $155-$170 Transportation Engineer $100-$135 Transportation Planner $90-$120 Transportation Analyst $85-$125 Design Engineer $120 Design Drafter $85 Technical/Clerical $75-$85 Direct expenses billed as actual costs 2223 Wellington Avehu:e;.SuTt6 300 a S'an'va Ana, California 92701-3161 Te I: (114 1 1 66.7-04-06 'Fax: (714) 1667_7952 PROFESSIONAL SERVICES AGREEMENT WITH AUSTIN -FOUST ASSOCIATES, INC., FOR ON -CALL TRAFFIC ENGINEERING SERVICES THIS AGREEMENT is made and entered into as of this a° day of DO 2007, by and between the CITY OF NEWPORT BEACH, a Municipal Corporatio ( "City "), and AUSTIN -FOUST ASSOCIATES, INC., a California corporation whose address is 2223 Wellington Avenue, Suite 300, Santa Ana, California 92701- 3161 ( "Consultant'), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City has a need for on -call assistance for traffic engineering analysis, traffic studies, and design services. C. City desires to engage Consultant to perform on -call traffic engineering services throughout the City on an as need basis ("Project'). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member[s] of Consultant for purposes of Project, shall be Joe Foust, P.E. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of June, 2009, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall provide "On -Call' traffic engineering analysis, traffic studies, and design services as described in the Statement of Qualifications attached as Exhibit "A." Upon verbal or written request from the Project Administrator, 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: A. A detailed description of the services to be provided; B. The position of each person to be assigned to perform the services, and the name of the individuals to be assigned, if available, C. The estimated number of hours and cost to complete the services; and D. The time needed to finish the specific project. 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 Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis, in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit "B" and incoiporated herein by reference. E No rate changes shall be made during the term of this Agreement without the prior written approval of the City. Consultant's compensation for services performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as approved by the Project Administrator. Any Letter Proposal that sets forth fees in excess of Thirty Thousand Dollars and No Cents ($30,000.00) shall require a separate Professional Service Agreement approved by per Council Policy F -14. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person and /or classification of employee who performed the work, a brief description of the services performed and /or the specific task in the letter proposal to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in the Letter Proposal. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement and the Letter Proposal, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work 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 Letter Proposal and which the parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of. Billing Rates set forth in Exhibit B. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Joe Foust, P.E. to be its Project Manager. Consultant shall not remove or reassign the Project N 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. 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. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Antony Brine, P.E. shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. B. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at 0 • • its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over 5 the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 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 and/or his /her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an 11 0 0. assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. 1. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. 2. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. 3. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. 4. Professional Errors and Crmissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). : 7 • • E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: 1. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consuitant. 2. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. 3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 4. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. 5. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. 6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or 0 0 subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES 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 a 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 City in ".dwg" file format on a CD, and should comply with the City's digital submission requirements for Improvement Plans. The City will provide AutoCAD file of City Title Sheets. All written documents shall be transmitted to City in the City's latest adopted version of Microsoft Word and Excel. 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 authorizes the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records 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 under this Agreement. 10 23. WITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his 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. 24. 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 paragraph is intended to limit City's rights under any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for 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. fit zleil[y;&] All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: 11 s 0 Antony Brine Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92658 -8915 Phone: 949 - 644 -3311 Fax: 949 - 644 -3318 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Joe Foust Austin -Foust Associates, Inc. 223 Wellington Avenue, Suite 300 Santa Ana, CA 92701 -3161 Phone: 714-667-0496 Fax: 714 - 667 -7952 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 Ccured 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, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provision, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. 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, regulations and permit requirements and be subject to approval of the Project Administrator and City. 12 30. 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. 31. 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. 32. 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. 33. 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. 34. 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. 35. 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. 36. 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. 13 37. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By: 64�, C, 4,.-._ Aaron C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: ByjM6-A�AI "e,,7 LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH A Mu ipal Co ration By: Mayor for the City of Newpo B AUSTIN -FOU (Co Print Nam En S CIATES, INC. )o /ate Officer) i incial Officer) Title: fe"--ea Print Name: Attachments: Exhibit A — Statement of Qualifications Exhibit B — Schedule of Billing Rates f:\ users \pbw \shared \agreements \1v 01- 08\on -c"L services \aus U.n fuust -L raffw engi nee ring. doc 14 • Exhibit A .,ddW,/= WAWA UST /N -FOUST ASSOC /A TES, INC. TRAFFIC ENGINEERING ANO TRANSPORTATION PLANNING April 16, 2007 City of Newport Beach Public Works Department 3300 Newport Blvd. Newport Beach, CA 92658 ATTENTION: Mr. Tony Brine, Acting Traffic Engineer SUBJECT: SOQ — ON -CALL TRAFFIC ENGINEERING DESIGN SERVICES Dear Mr. Brine: Austin -Foust Associates, Inc. (AFA) are pleased to have been invited to submit a Statement of Qualifications (SOQ) for On -Call Traffic Engineering Design Services to the City from now until June 30, 2009. Let us begin by indicating our sincere interest in what we hope to be a continuation of essentially this same type of service to the City over the past 20+ years. While we are attempting to follow the SOQ precisely by furnishing information on the seven specific areas noted, we would hope you simply examine our past experience with the City of Newport Beach and use that as your guide to evaluating our qua lificalions. In fact, simply ask your own staff and perhaps Mr. Rich Edmonston, now retired, as to their impressions of our qualifications. In addition to Staff references, we would like to point to a few recent projects that we believe have been quite successful and represent the quality of work you have come to expect from us. A few examples are: The Joint City — Corona Del Mar High School sponsored traffic study that led to re- striping of Eastbluff Drive and the re- design of the main parking lot circulation and new "airport style" drop - off. 2. Development of the original Newport Beach Traffic Model with periodic updates and maintenance. 3. Citywide General Plan Amendment Traffic Circulation Study. 4. Design of Upper Newport Bay Bike Trail. 5. Newport Beach Trip Rate Traffic Study. 6. Seventy -three other individual projects for the City over a 25 -year period. 07ntyofnewponbeachsoq.doc 2223 Wellington Avenue, Suite 300 • Santa Ana, California 92701 -3161 Tel: (714) 667 -0496 Fax: (714) 667 -7952 www.austinfoust.com 0 • Mr. Tony Brine, City of Newport Beach April 16, 2007 Page 2 We hope this provides enough information for you to fully evaluate us. If not, we would be pleased to provide whatever other material you need. However, we believe the impressions we have already made with you and your staff speaks for itself and we trust that references over any promotional type of information as the best indication of our qualifications. However, you are welcome to call me directly should you have any questions. We want very much to continue our on -going relationship with the City of Newport Beach, Attachment: SOQ Information 07cilyornewporlbeachsoq doc 0 SOQ INFORMATION LOCAL STAFFING Joe E. Foust, Principle Terence W. Austin, Principle Daryl Zerfass, Associate Krys Saldivar, Associate Cathy Lawrence, Transportation Engineer ADVANCE NOTICE REQUIREMENTS Austin -Foust Associates, Inc. (AFA) pledges to respond to any and all calls for traffic engineering assistance either the same day or following business day for preliminary discussion. If a formal written proposal is required, such shall be provided for as agreed in the preliminary discussion, but for certain within one week fora major effort. We will respond in three days for a minor effort. RESUMES OF KEY PERSONNEL (see Next Page) 0761yofnewponbeachsoq doc 0 RESUME JOE E. FOUST, Principal Education B.S. in Civil Engineering M.S. in Transportation Registration Traffic Engineer: CA 11854 Civil Engineer. CA 920258 Organizations Institute of Transportation Engineers Orange County Traffic Engineers Council, Chairman -1979 Experience Mr. Foust is co- founder of Austin -Foust Associates, Inc. (AFA), and prior to establishment of the firm, 20 years ago, was the principal owner of JEF Engineering. Mr. Foust has prepared studies and reports covering a wide range of traffic engineering activities such as impact studies of highway improvement, impacts of proposed development, traffic operations studies, chaunclization and signing studies, and computerized traffic control systems, as well as performing traffic signal system studies. Formerly, Mi, Foust was the head of the Transportation and Traffic Engineering Division for the City of'Santa Ana, a position held for over five years. While with Santa Ana, he was involved in a variety of transportation projects including creation of the OCTD Multi -modal terminal in the downtown area. Prior to Santa Ana, he held the position of Project Manager /Traffic Engineer for VTN Consulting Engineers and Caltrans. In these positions, he developed experience in all aspects of traffic engineering from design through and including fiscal management. Local /regional work includes active participation in the area of operations, design, transportation planning, and local /regional funding institutions. Mr. Foust is a past member and Chairman of the Orange County Transportation Agency's Technical Advisory Committee, as well as Southern California Association of Governments Transportation and Utilities Committee. Traffic Engineering Mr. Foust has been heavily involved in several different FHWA funding programs, including the current ISTEA. This experience includes preparation of applications during calls for projects up to and 2 07cityofnewportbeachsoq.doc 0 including preparation of final Plans, Specifications and Estimates (PS &E) complying with FHWA and Caltrans requirements. The various programs Mr. Foust has participated in are Traffic Operations Programs to Improve Capacity and Safety, Hazard Elimination and Safety, Intelligent Vehicle Systems, Motorist Information Systems and Surveillance, and Pavement and Roadway Rehabilitation, among others. Computerized Traffic Flow Simulation Mr. Foust has considerable knowledge and experience with computerized traffic flow simulation including use of TRANSYT and SYNCHRO computer models. He routinely utilizes these models for both optimization of signal timing and as an analytical tool. As Project Manager, he utilized TRANSYT -717 to analyze computer runs in the performance of traffic signal Management and CORSN (coordination and surveillance) projects for several cities. Traffic Studies Mr. Foust has extensive experience in the preparation of traffic circulation and transportation planning studies. These studies involve TSMlfransit options, parking management, residential traffic control, and the integration of operational traffic engineering with regional travel modeling and forecasting. Examples of recently completed studies include: • Mission Viejo Hospital Traffic Study, Mission Viejo • Gateway Redevelopment Area Traffic Study , Laguna Niguel • Spadra Lane Residential Traffic Control Study, Mission Viejo • Michelson Drive Residential Traffic Control Study, Irvine, • Transportation Assessment Fee Feasibility Study, Palm Springs • Peninsula Center Office Parking Management Program, Rolling Hills Estates • Palos Verdes Parking and Circulation Study, Rancho Palos Verdes • South Coast Plaza Area Transportation Study, Joint Effort: OCTA, OCTD, City of Costa Mesa and City of Santa Ana • Santa Ana/Orange Neighborhood Preservation Plan, Santa Ana/Orange • High Flow Arterial Concept Feasibility Study, OCTA • Ocean Front Boardwalk Feasibility Study, Newport Beach • University Drive Extension Deletion Study, Orange County • Spring - Walnut MPAH Realignment Study, City of Orange • PCH -Del Prado One -Way Couplet Study, Dana Point 3 07cityornewponbeachsoq doc E RESUME TERENCE W. AUSTIN, Principal Education B.E. in Civil Engineering B.S. in Mathematics M.S. in Transportation M.B.A. in Business Administration Registration Traffic Engineer: CA #TRI 123 • Experience Mr. Austin is a principal with Austin -Foust Associates, Inc. Ile has been involved in transportation planning for over 30 years, with specific expertise in long -range planning and effective integration of transportation needs and strategies into overall land use and transportation system planning. As part of his transportation planning work, he has carried out numerous traffic studies in support of Project Study Reports (PSR's) and Project Reports (PP's). Some examples of major studies in which he has been the project manager are as follows: I -5 /1 -405 Confluence — Mr. Austin was Project Manager for the traffic study carried out for the 1- 5/1 -405 confluence in Orange County. The work included the preparation of traffic forecasts and then the analysis of various alternatives to compare operational performance and identify capacity needs. The results were used in both the PSR and PR for this major project. Orange County Transportation Corridors — Mr. Austin has been Project Priniepal for numerous special studies for Orange County's tollways. The studies have included interchange analyses, phasing analyses, and most recently a detailed study of the proposed extension of the Foothill Transportation Corridor (SR -41) from its current termination to 1 -5. The work has involved preparing traffic forecasts and carrying out capacity analyses for 40 land use /transportation alternatives. Freeway Interchange Studies - Mr. Austin has been Project Manager for numerous PSR and PR traffic studies for freeway interchange projects. Examples include 1- 5 /1-lasley Canyon Road, I- 51Magic Mountain Parkway, 1 -5 /SR -126 connection (Santa Clarita Valley), 1 -5 /Crown Valley Parkway, and 1- 5 /Oilega Highway (Orange County). Riverside County to Orange County MIS. Mr. Austin is Project Manager for the Traffic Analysis part of this Major Investment Study. The work involves analyzing various alternatives for increasing capacity between the two counties. A major part of the work effort is analyzing existing and future traffic operations for the SK 91 treeway. With a proven ability to work with other professionals, Mr. Austin has participated in many multi - disciplinary teams on specific engineering projects. 4 07cityofnewportbeachsoq doc 0 RESUME DARYL ZERFASS, Associate Education Q.S. in Civil Engineering Registration Traffic Engineer: CA 4 1824 Organizations American Society of Civil Engineers (ASCE) Institute of Transportation Engineers (1TE) 0 Experience Daryl Zerfass is a Transportation Engineer with Austin -Foust Associates, Inc (AFA). He has over 15 years experience in both traffic engineering and transportation planning and is a Registered Traffic Engineer in the State of California. Mr. Zerfass has performed numerous engineering studies involving site impact analyses, roadway capacity analyses, traffic signal timing, arterial traffic signal coordination, traffic signal design and traffic management plans. Ile is also experienced in traffic forecasting and has worked on projects involving traffic modeling for areas throughout Southern California. Examples of recent project experience are as follows: TRANSPORTATION SYSTEM STUDIES Santa Clarita Valley Highway System - Interim Year Improvement Program Santa Clarita Valley Highway System - Evaluation of New Roadway Links Eastern Transportation Corridor Phasing Analysis IMPACT ANALYSIS STUDIES North Valencia Annexation Areas I and 2 EIR Traffic Studies Gates /King Development EIR Traffic Analysis City of Costa Mesa General Plan Update John Wayne Airport EIR Traffic analysis South Coast Plaza Town Center EIR Traffic Analysis Segerstrom Home Ranch EIR Newport Coast Traffic Analyses Fashion Island Expansion Traffic Analysis Rye Canyon Business Park Traffic Study Marketplace at Laguna Niguel Traffic Analysis SIGNAL PROGRESSION ANALYSIS City of Irvine — Main Street Signal Coordination Santa Clarita Mall Signal System City of Corona - 6th Street Progression 1 -710 /Firestone Boulevard Interchange Reconstruction Project PS &E 5 07c ityo fnewponbeachsoq.doc i • San Joaquin Hills Transportation Corridor Stage Construction and Traffic Handling Plans Traffic Signal and Channelization Plans in Orange and Riverside Counties Mr. Zerfass is experienced with various traffic engineering software packages, including SYNCHRO, SIMTRAFFIC, I ICS, TRANSYT -717, PASSER I1 -90 and AFA's own TRANPAC modeling software. 10 -25 -04 07ci tyofnewportbeachsoq. doc 0 0 RESUME KRYS SALDIVAR, Associate Education B.S. in Civil Engineering with Environmental Planning Emphasis Experience Krys Saldivar is a Transportation Planner with AFA specializing in land use and circulation planning. Her capabilities include traffic forecasting, capacity analysis, traffic engineering evaluation, and land use /circulation impact analysis. Ms. Saldivar has had responsibility for a variety of circulation analysis projects in Orange County and other parts of Southern California. Her work has included land use development impact analyses, highway facility EIR traffic studies, Specific Plan traffic studies, General Plan Circulation Element traffic studies, and freeway interchange analyses. Examples of specific project experience are as follows: • Foothill/Trabuco Specific Plan Traffic Study • Irvine Spectrum Traffic Analyses • Alipaz Deletion Study - Cities of Dana Point and San Juan Capistrano • San Joaquin Hills Transportation Corridor South End analysis • Camino Capistrano Development Circulation Alternatives • General Plan Circulation Element update - City of Irvine • General Plan Circulation Element update - City of Laguna Niguel • General Plan Circulation Element update - City of Santa Fe Springs • General Plan Circulation Element update - City of Tustin • Portola Parkway Traffic Analysis • O'Neill Regional Park Traffic Analysis • Irvine Business Complex Traffic Analysis • Marine Corps Air Station (MCAS) Tustin Specific Plan /Reuse Plan She has carried out traffic analyses for South Orange County cities and communities and has worked on the development of traffic models for the University of California, Irvine campus and the citywide model for the City of Irvine. She provides traffic analysis services on an on -going basis to the Cities of Irvine and Newport Beach utilizing the cities' traffic models to determine circulation impacts of specific development projects or circulation improvement programs. 10 -26 -04 07c iryo fnewponbeachsoq. doc 6 0 RESUME CATHERINE LAWRENCE, Transportation Engineer Education B.S. in Civil Engineering Registration Traffic Engineer: CA kTR001634 Organizations Orange County Traffic Engineering Council Institute of Transportation Engineers Experience Catherine Lawrence is a Transportation Engineer with 18 years experience in traffic and transportation studies. Her capabilities include land use /circulation impact analysis, traffic forecasting, capacity analysis, site plan and parking analysis, signal progression analysis and freeway operations analysis. Ms. Lawrence has been responsible for a variety of traffic impact studies and traffic engineering evaluation projects throughout Southern California. She has been responsible for overseeing the firm's traffic flow simulation models in many cities, including the City of San Juan Capistrano, the City of Orange and the City of Moorpark. Examples of specific project experience are as follows: Traffic Engineering North Park Village Spec Plan Traffic Analysis Edinger Corridor Spec flan Traffic Analysis Traffic Operations Analysis FTC /ETC /SJHTC Annual AVO Survey 1 -5 Corridor Feasibility Study City Drive Ramp Relocation City of Fountain Valley- Secondary Highway Interconnect 1 -5 /Avery Interchange Feasibility Study Green field/SJ I ITC Interchange Analysis 1- 710/Firestone Interchange Project Report 8 07cityofnewporlbeachsoq doc PUBLIC AGENCIES WORKED FOR IN PAST FIVE YEARS This listing would be quite lengthy. AFA's total client list is over 1000. We have worked for almost all of the Cities in Orange County, most in Ventura County, several in San Bernardino and Riverside Counties, and some in Los Angeles County. A copy of the listing of City clients, which totals 73, is attached. 9 07cilyofnewporlbeachsoq doc CITY CLIENT LIST City Of Agoura Hills City Of Huntington Beach City Of Alhambra City Of Inglewood Cit) Of Aliso Viejo City Of Irvine City Of Anaheim City Of La Habra City Of Bell City Of La Palma City Of Bellflower City Of La Puente City Of Beverly Hills City Of Laguna Niguel City Of Brea City Of Lake Forest City Of Buena Park City Of Lakewood City Of Camarillo City Of Lancaster City Of Chino City Of Long Beach City Of Colton City Of Mission Viejo City Of Commerce City Of Moorpark City Of Corona City Of National City City Of Costa Mesa City Of Needles City Of Dana Point City Of Newport Beach City Of Diamond Bar City Of Norco City Of Ell Segundo City Of Norwalk City Of Encinitas City Of Ojai City Of Fontana City Of Ontario City Of Fountain Valley City Of Orange City Of Fullerton City Of Oxnard City Of Garden Grove City Of Palm Desert City Of Hermosa Beach City Of Palos Verdes 10 07citydnewportbeach5oq.dm City Of Pasadena City Of Placentia City Of Rancho Cucamonga City Of Redondo Beach City Of Riverside City Of Rolling Hills Estates City Of Sacramento City Of San Buena Ventura City Of San Clemente City Of San Dimas City Of San Juan Capistrano City Of San Marino City Of Santa Ana City Of Santa Clarila City Of Santa Fe Springs City Of Santa Monica City Of Solana Beach City Of South Gate City Of Temecula City Of Torrance City Of Tustin City Of Vernon City Of Whittier City Of Yorba Linda City Of Coto De Caza • • II 07ciryofnewportbeachsoq.doc . 0 0 Exhibit B FEE SCHEDULE (EXHIBIT B) Effective January I, 2007 — December 31, 2007 AUSTIN -FOUST ASSOCIATES, INC. STANDARD RA rE SCHEDULE CATEGORY HOURLY RATE Principal $175 Associate $140-$160 Transportation Engineer $100-$130 Transportation Planner $75 - $ 110 "transportation Analyst $75 -$120 Design Engineer $110 Design Drafter $75 Technical /Clerical $70- $75 Direct expenses billed as actual costs 12 Ole ityofnewponbeachsoq.doc m • S vo Oo s WAUSTIN- -FOUST ASSOCIATES INC. TRAFFIC ENGINEERING AND TRANSPORTATION PLANNING Effective January 1, 2009 — December 31, 2009 AUSTIN -FOUST ASSOCIATES, INC. STANDARD RATE SCHEDULE CATEGORY HOURLY RATE Principal $185 Associate $155-$170 Transportation Engineer $100-$135 Transportation Planner $90-$120 Transportation Analyst $85-$125 Design Engineer $120 Design Drafter $85 Technical/Clerical $75-S85 Direct expenses billed as acntal costs 2223 Wellington Avenue, Suite 300 • Santa Ana, California 92701 -3161 Tel: (714) 667 -0496 Fax: (714) 667 -7952 www.aus,tinfoust.corh f • ACORD CERTIFICATE OF LIABILITY INSURANCE 5 6 2 /6/2"'°00 9 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates 199 S Los Robles Ave Ste 540 Pasadena, CA 91101 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. GENERAL LIABILITY 626 844 -3070 INSURERS AFFORDING COVERAGE INSURED W INSURERA: Travelers Indemnity Co. of Conne INSURER E. Travelers Property t Co of Anneri Austin Foust Associates, Inc. 2223 Wellington Ave.,H300 Santa Ana CA 92701 INSURERC Liberty Insurance Underwriters Inc COMMERCIAL GENERAL LIABILITY INSVRER D INSURER E: COVERAGES HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 0TWITHSTA14DING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ERTTFTCATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMIT'S SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE MMPOD�I DATE MMMI`Ve� A GENERAL LIABILITY 6803146LB76 8/15/2008 8/15/2009 EACH OCCURRENCE $1 DOC 000 FIRE DAMAGE (My one fire) $ 0 COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR MED EXP (Any one erson $10,000 PERSONAL dADV INJURY $1 000 000_ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2 000 000 POUCYFX PR0. LOC IFCT F7 A AUTOMOBILE _ LIABILITY ANY AUTO BA51501,770 8/15/2008 8/15/2009 COMBINED SINGLE LIMIT (Ea accidentl $1, 000, 000 BODILY INJURY (Per person) _ $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per of denl) $ HIRED AUTOS NON -OWNED AUTOS X PROPERTY DAMAGE (Peracodam) $ GARAGE LIABILITY AOTOONLY EAACCIDENT $ OTHER LA $ ANY AUTO $ AUTO ONLY. qGG B EXCESS LIABILITY CUP691IY974 8/15/2008 8/15/2009 EACH OCCURRENCE $4,000,000 X OCCUR FI CIAIMS MADE AGGREGATE $4,000,000 $ DEDUCTIBLE ._ $ X RETENTION $0 A WORKERSCOMPENSATION AND UB7096Y659 9/1/2008 9/1/2009 X I TWOCR STATU- OTH- ELEACH ACCIDENT $1 000 000 EMPLOYERS' LIABILITY E.L. DISEASE - EA EMPLOYE $1 000 000 E.L. DISEASE. POLICY LIMIT $1,000,000 C OTHER Professional Liability EE2001410109 3/25/2009 3/25/2010 $1,000,000 per claim $2,000,000 annual aggr DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIE XCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS E:Professional Svc Agreement for On -call Traffic Control Engineering. The City of Newport Beach, its elected or appointed officers, officials, agents, employees and volunteers are named as additional insured as respects general 4 fired /non -owned auto liability for claims arising from the operations of the named insured. Primary wording and waivers of subrogation apply per policy forms attached. NOTE: INSURED DOES NOT OWN ANY AUTOS, THEREFORE HIRED 6 NON -OWNED UTOMOBILE LIABILITY IS THE MAXIMUM COVERAGE AVAILABLE. AM Best's Rating for all policies contained is A/X or higher. City of Newport Beach Attn: Shaun Oylor 3300 Newport Blvd. Newport Beach CA 92658 -8915 IULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 'ORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER TO L 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED THE LEFT. I 0 POLICY NUMBER: 6803146LS76 0 COMMERICAL GENERAL LIABILITY ISSUE DATE: 5/6/2009 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City of Newport Beach Attn: Shauna oylor 3300 Newport Blvd. Newport Beach CA 92658 -8915 PROJECTILOCATION OF COVERED OPERATIONS: RE:Professional Svc Agreement for On -call The City of Newport Beach, its elected or agents, employees and volunteers PROVISIONS A The following is added to WHO IS AN INSURED (Section II): The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for bod- ily injury', 'property damage" or 'personal injury caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing oper- ations: b. In connection with premises owned by or rented to you: or C. In connection with your work and included within the "products - completed operations hazard." Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury' for which that person or organization has assumed liability in a contract or agreement. Traffic Control Engineering. appointed officers, officials, The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional services'. e. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that 'contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. S. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a contract or agreement requiring insurance that, for the addi- tional insured shown in the Schedule, the insur- ance provided to that additional insured under this CG D3 82 09 07 Page 1 ® 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission 0 COMMERICAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and non - contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury' for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance" for such additional insured. But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when the additional insured is also an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for 'bodily injury", "property damage" or "personal 0 injury" arising out of "your work" on or for the project, or at the location, shown in the Schedule above, performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with that additional insured entered into by you before, and in effect when, the 'bodily injury' or "property damage" occurs, or the "personal injury' offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include the person or organization shown in the Schedule as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury' is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. CG D3 82 09 07 Page z © 2007 The Travelers companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission POLICY #: BA5l s 0L77o COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions ofthe Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: 5/6/2009 Countersigned By: Named Insured: Austin Foust Associates, Inc. tJ Authorized Representative) SCHEDULE Name of Person(s) or Organ ization(s): RE: -Pro Eessiona l Svc Agreement for On -call Traffic Control Engineering. The City of Newport Beach, its elected or appointed officers, officials, agents, employees and volunteers (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section 11 of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 0 • TRAVELER5J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) — 001 POLICY NUMBER: U370 96Y659 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3.00 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description City of Newport Beach RE:Professional Svc Agreement for On -call Attn: Shauna Oylor Traffic Control Engineering. The City of 3300 Newport Blvd. Newport Beach, its elected or appointed Newport Beach CA 92658 -8915 officers, officials, agents, employees and volunteers DATE OF ISSUE: 5/6/2009 017106 ST ASSIGN: CA CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 6 May 22, 2007 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Antony Brine, P.E. 949 - 6443329 or tbrine @city.newport- beach.ca.us SUBJECT: TRAFFIC ON -CALL SERVICES - APPROVAL OF PROFESSIONAL SERVICES AGREEMENTS RECOMMENDATION: Approve Professional Services Agreements with Austin -Foust Associates, Inc. and Transportation Studies, Inc. for on -call traffic engineering services and authorize the Mayor and City Clerk to execute the Agreements. DISCUSSION: On -call agreements allow staff to retain specialized services that are regularly required for various projects at fees that are set for a two year period of time. Austin -Foust Associates, Inc. has performed traffic engineering services for more than 73 projects for the City over the past 25 years. These projects have included the Corona del Mar High School traffic study, development of the original Newport Beach Traffic Model, and design of the Upper Newport Bay Bike Trail. Transportation Studies, Inc. has provided years of traffic data collection services for the City. Their firm collects manual turning movement counts, 24 -hour speed and volume data collection, radar speed surveys, and parking counts. Both these firms have provided exceptionally high quality service on numerous projects over the years. Rates included in the agreements are competitive and in line with industry standards. The proposed Fiscal Year 2007/08 Capital Improvements Program (CIP) budget is estimated at more than $37 million and includes over 100 projects. Many will require traffic engineering services, such as signing and striping plan preparation, and traffic calming reviews. Staff recommends approval of the attached Agreements to facilitate implementation of the CIP. Traffic On -Call Services — Approval Professional Services Agreements May 22, 2007 Page 2 Funding Availability: Funds for these services are available in specific project accounts within the City Council approved Capital Improvement Program. Environmental Review: Environmental clearances will be completed for each Capital Improvement Project. Prepared by: Antony Brine, P. 1E. Principal Civil Engineer Submitted by: '�. Badum Works Director Attachment: Agreement with Austin -Foust Associates, Inc. Agreement with Transportation. Studies, Inc PROFESSIONAL SERVICES AGREEMENT WITH AUSTIN -FOUST ASSOCIATES, INC., FOR ON -CALL TRAFFIC ENGINEERING SERVICES THIS AGREEMENT is made and entered into as of this day of , 2007, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and AUSTIN -FOUST ASSOCIATES, INC., a California corporation whose address is 2223 Wellington Avenue, Suite 300, Santa Ana, California 92701- 3161 ( "Consultant "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City has a need for on -call assistance for traffic engineering analysis, traffic studies, and design services. C. City desires to engage Consultant to perform on -call traffic engineering services throughout the City on an as need basis ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member[s] of Consultant for purposes of Project, shall be Joe Foust, P.E. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of June, 2009, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall provide "On -Call" traffic engineering analysis, traffic studies, and design services as described in the Statement of Qualifications attached as Exhibit "A." Upon verbal or written request from the Project Administrator, 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: A. A detailed description of the services to be provided; B. The position of each person to be assigned to perform the services, and the name of the individuals to be assigned, if available; . C. The estimated number of hours and cost to complete the services; and D. The time needed to finish the specific project. 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 Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis, in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit 'B" and incorporated herein by reference. 2 No rate changes shall be made during the term of this Agreement without the prior written approval of the City. Consultant's compensation for services performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as approved by the Project Administrator. Any Letter Proposal that sets forth fees in excess of Thirty Thousand Dollars and No Cents ($30,000.00) shall require a separate Professional Service Agreement approved by per Council Policy F -14. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person and/or classification of employee who performed the work, a brief description of the services performed and/or the specific task in the letter proposal to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shalt reimburse Consultant only for those costs or expenses specifically approved in the Letter Proposal. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement and the Letter Proposal, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work 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 Letter Proposal and which the parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates set forth in Exhibit B. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Joe Foust, P.E. to be its Project Manager. Consultant shall not remove or reassign the Project 3 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. 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. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Antony Brine, P.E. shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. B. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at 4 its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the active negligence orwillful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over 5 the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of -the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 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 and /or his/her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an 6 assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. 1. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. 2. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per, occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. 3. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. 4. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). 7 E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: 1. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. 2. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. 3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 4. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. 5. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. 6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant. shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement.shall not be assigned, transferred contracted or 8 subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25%) or more of the assets of the corporation, partnership or joint-venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES 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 E 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 City in ".dwg" file format on a CD, and should comply with the City's digital submission requirements for Improvement Plans. The City will provide AutoCAD file of City Title Sheets. All written documents shall be transmitted to City in the City's latest adopted version of Microsoft Word and, Excel. 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 authorizes the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records 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 under this Agreement. 10 23. WITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his designee with respect to such disputed sums. Consultant shall be entitled to receive interest on arvy 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. 24. 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 paragraph is intended to limit City's rights under any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for 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. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: 11 Antony Brine Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92658 -8915 Phone: 949 - 644 -3311 Fax: 949 - 644 -3318 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Joe Foust Austin -Foust Associates, Inc. 223 Wellington Avenue, Suite 300 Santa Ana, CA 92701 -3161 Phone: 714 - 667 -0496 Fax: 714 -667 -7952 28. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not Ccured 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, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provision, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. 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, regulations and permit requirements and be subject to approval of the Project Administrator and City. 12 30. 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. 31. 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. 32. 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. 33. 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. 34. 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. 35. 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. 36. 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. 13 37. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By: " ( . Aaron C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: L_ LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH A Municipal Corporation Mayor for the City of Newport Beach AUSTIN -FOUST ASSOCIATES, INC. By: (Corporate Officer) Title: Print Name: nanciai Officer) Title: Print Name: Attachments: Exhibit A — Statement of Qualifications Exhibit B —Schedule of Billing Rates f: \users \pbw \shared \agreements \fy 07 -08 \on -call services \austin foust- traffic engineering.doc 14 Exhibit A r44VST /N-FO[!ST ASSOCIATE'S, /NC. TRAFFIC ENGINEERING AND TRANSPORTATION PLANNING April 16, 2007 City of Newport Beach Public Works Department 3300 Newport Blvd. Newport Beach, CA 92658 ATTENTION: Mr. Tony Brine, Acting Traffic Engineer SUBJECT: SOQ — ON -CALL TRAFFIC ENGINEERING DESIGN SERVICES Dear Mr. Brine: Austin -Foust Associates, Inc. (AFA) are pleased to have been invited to submit a Statement of Qualifications (SOQ) for On -Call Traffic Engineering Design Services to the City from now until June 30, 2009. Let us begin by indicating our sincere interest in what we hope to be a continuation of essentially this same type of service to the City over the past 20+ years. While we are attempting to follow the SOQ precisely by furnishing information on the seven specific areas noted, we would hope you simply examine our past experience with the City of Newport Beach and use that as your guide to evaluating our qualifications. In fact, simply-ask your own staff and perhaps Mr. Rich Edmonton, now retired, as to their impressions of our qualifications. In addition to Staff references, we would like to point to a few recent projects that we believe have been quite successful and represent the quality of work you have come to expect from us. A few examples are: 1. The Joint City — Corona Del Mar High School sponsored traffic study that led to re- striping of Eastbluff Drive and the re- design of the main parking lot circulation and new "airport style" drop - off. 2. Development of the original Newport Beach Traffic Model with periodic updates and maintenance. 3. Citywide General Plan Amendment Traffic Circulation Study. 4. Design of Upper Newport Bay Bike Trail. 5. Newport Beach Trip Rate Traffic Study. 6. Seventy-three other individual projects for the City over a 25 -year period. 07eityofne"artWwhsoq.doc 2223 Wellington Avenue, Suite 300 • Santa Ana, California 92701 -3161 Tel: (714) 667 -0496 Fax: (714) 667 -7952 www.austinfoust.com Mr. Tony Brine, City of Newport Beach April 16, 2007 Page.2 We hope this provides enough information for you to fully evaluate us. If not, we would be pleased to provide whatever other material you need. However, we believe the impressions we have already made with you and your staff speaks for itself and we trust that references over any promotional typo of information as the best indication of our qualifications. However, you are welcome to call me directly should you have any questions. We want very much to continue our on -going relationship with the City of Newport Beach. Attachment: SOQ Information 07cityofnewportbewh".doc SOQ INFORMATION _ LOCAL STAFFING Joe E. Foust, Principle Terence W. Austin, Principle Daryl Zerfass, Associate Krys Saldivar, Associate Cathy Lawrence, Transportation Engineer ADVANCE NOTICE REQUIREMENTS Austin -Foust Associates, Inc. (AFA) pledges to respond to any and all calls for traffic engineering assistance either the same day or following business day for preliminary discussion. If a formal written proposal is required, such shall be provided for as agreed in the preliminary discussion, but for certain within one week for a major effort. We will respond in three days for a minor effort. RESUMES OF KEY PERSONNEL (see Next Page) 07cityofnewponbeachwq. doc RESUME JOE E. FOUST, Principal Education B.S. in Civil Engineering M.S. in Transportation Registration Traffic Engineer: CA #854 Civil Engineer. CA #20258 Organizations Institute of Transportation Engineers Orange County Traffic Engineers Council, Chairman -1979 Experience Mr. Foust is co- founder of Austin -Foust Associates, Inc. (AFA), and prior to establishment of the firm, 20 years ago, was the principal owner of JEF Engineering. Mr. Foust has prepared studies and reports covering a wide range of traffic engineering activities such as impact studies of highway .improvement, impacts of proposed development, traffic operations studies, channelization and signing studies, and computerized traffic control systems, as well as performing traffic signal system studies. Formerly, Mr. Foust was the head of the Transportation and Traffic Engineering Division for the City of Santa Ana, a position held for over five years. While with Santa Ana, he was involved in a variety of transportation projects including creation of the OCTD Multi -modal terminal in the downtown area. Prior to Santa Ana, he held the position of Project ManagerFfraffic Engineer for VTN Consulting Engineers and Caltrans. In these positions, he developed experience in all aspects of traffic engineering from design through and including fiscal management. Local/regional work includes active participation in the area of operations, design, transportation planning, and local /regional funding institutions. Mr. Foust is a past member and Chairman of the Orange County Transportation Agency's Technical Advisory Committee, as well as Southern California Association of Governments Transportation and Utilities Committee. Traffic Engineering Mr. Foust has been heavily involved in several different FHWA funding programs, including the current ISTEA. This experience includes preparation of applications during calls for projects up to and 2 07cityof=wportbeachsoq.doc including preparation of final Plans, Specifications and Estimates (PS &E) complying with FHWA and Caltrans requirements. The various programs Mr. Foust has participated in are Traffic Operations Programs to Improve Capacity and Safety, Hazard Elimination and Safety, Intelligent Vehicle Systems, Motorist Information Systems and Surveillance, and Pavement and Roadway Rehabilitation, among others. Computerized Traffic Flow Simulation Mr. Foust has considerable knowledge and experience with computerized traffic flow simulation including use of TRANSYT and SYNCHRO computer models. He routinely utilizes these models for both optimization of signal timing and as an analytical tool. As Project Manager, he utilized TRANSYT -717 to analyze computer runs in the performance of traffic signal Management and CORSIM (coordination and surveillance) projects for several cities. Traffic Studies Mr. Foust has extensive experience in the preparation of traffic circulation and transportation planning studies. These studies involve TSM/Transit options, parking management, residential traffic control, and the integration of operational traffic engineering with regional travel modeling and forecasting. Examples of recently completed studies include: • Mission Viejo Hospital Traffic Study, Mission Viejo • Gateway Redevelopment Area Traffic Study, Laguna Niguel • Spadra Lane Residential Traffic Control Study, Mission Viejo • Michelson Drive Residential Traffic Control Study, Irvine, • Transportation Assessment Fee Feasibility Study, Palm Springs • Peninsula Center Office Parking Management Program, Rolling Hills Estates • Palos Verdes Parking and Circulation Study, Rancho Palos Verdes • South Coast Plaza Area Transportation Study, Joint Effort: OC A, OCTD, City of Costa Mesa and City of Santa Ana • Santa Ana/Orange Neighborhood Preservation Plan, Santa Ana/Orange • High Flow Arterial Concept Feasibility Study, OCTA • Ocean Front Boardwalk Feasibility Study, Newport Beach • University Drive Extension Deletion Study, Orange County • Spring - Walnut MPAH Realignment Study, City of Orange • PCH -Del Prado One -Way Couplet Study, Dana Point 3 076tY0fMWPWb=bSmdM RESUME TERENCE W. AUSTIN, Principal Education B.E. in Civil Engineering B.S. in Mathematics M.S. in Transportation M.B.A. in Business Administration Registration Traffic Engineer: CA #TR1123 Experience Mr. Austin is a principal with Austin -Foust Associates, Inc. He has been involved in transportation planning for over 30 years, with specific expertise in long -range planning and effective integration of transportation needs and strategies into overall land use and transportation system planning. As part of his transportation planning work, he has carried out numerous traffic studies in support of Project Study Reports (PSR's) and Project Reports (PR's). Some examples of major studies in which he has been the project manager are as follows: I -5/I -405 Confluence — Mr. Austin was Project Manager for the traffic study carried out for the I- 511-405 confluence in Orange County. The work included the preparation of traffic forecasts and then the analysis of various alternatives to compare operational performance and identify capacity needs. The results were used in both the PSR and PR for this major project. Orange County Transportation Corridors — Mr. Austin has been Project Princcpal for numerous special studies for Orange County's tollways. The studies have included interchange analyses, phasing analyses, and most recently a detailed study of the proposed extension of the Foothill Transportation Corridor (SR -41) from its current termination to 1 -5. The work has involved preparing traffic forecasts and carrying out capacity analyses for 40 land use/transportation alternatives. Freeway Interchange Studies - Mr. Austin has been Project Manager for numerous PSR and PR traffic studies for freeway interchange projects. Examples include 1- 5/Hasley Canyon Road, 1- 5/Magic Mountain Parkway, 1 -5 /SR -126 connection (Santa Clarita Valley), 1 -5 /Crown Valley Parkway, and 1 -5 /Ortega Highway (Orange County). Riverside County to Orange County MS. Mr. Austin is Project Manager for the Traffic Analysis part of this Major Investment Study. The work involves analyzing various alternatives for increasing capacity between the two counties. A major part of the work effort is analyzing existing and future traffic operations for the SR -91 freeway. With a proven ability to work with other professionals, Mr. Austin has participated in many multidisciplinary teams on specific engineering projects. 07cityofnewportbcachsoq.dm RESUME DARYL ZERFASSi Associate Education B.S. in Civil Engineering Registration Traffic Engineer: CA # 1824 Organizations American Society of Civil Engineers (ASCE) Institute of Transportation Engineers (ITE) Experience Daryl Zerfass is a Transportation Engineer with Austin -Foust Associates, Inc. (AFA). He has over 15 years experience in both traffic engineering and transportation planning and is a Registered Traffic Engineer in the State of California. Mr. Zerfass has performed numerous engineering studies involving site impact analyses, roadway capacity analyses, traffic signal timing, arterial traffic signal coordination, traffic signal design and traffic management plans. He is also experienced in traffic forecasting and has worked on projects involving traffic modeling for areas throughout Southern California. Examples of recent project experience are as follows: TRANSPORTATION SYSTEM STUDIES Santa Clarita Valley Highway System - Interim Year Improvement Program Santa Clarita Valley Highway System - Evaluation of New Roadway Links Eastern Transportation Corridor Phasing Analysis. E%IPACT ANALYSIS STUDIES North Valencia Annexation Areas 1 and 2 EIR Traffic Studies Gates/King Development EIR Traffic Analysis City of Costa Mesa General Plan Update John Wayne Airport EIR Traffic analysis South Coast Plaza Town Center EIR Traffic Analysis Segerstrom Home Ranch EIR Newport Coast Traffic Analyses Fashion Island Expansion Traffic Analysis Rye Canyon Business Park Traffic Study Marketplace at Laguna Niguel Traffic Analysis SIGNAL PROGRESSION ANALYSIS City of Leine — Main Street Signal Coordination Santa Clarita Mall Signal System City of Corona - 6th Street Progression 1- 710/Firestone Boulevard Interchange Reconstruction Project PS &E 07cityofnewportbeachwq.dm San Joaquin Hills Transportation Corridor Stage Construction and Traffic Handling Plans Traffic Signal and Channelization Plans in Orange and Riverside Counties W. Zerfass is experienced with various traffic engineering software packages, including SYNCHRO, SIMTRAFFIC, HCS, TRANSYT -7F, PASSER 11 -90 and AFA's own TRANPAC modeling software. 10 -25-04 07cityofnewportheachsoq.doc KRYS SALDIVAR, Associate Education B.S. in Civil Engineering with Environmental Planning Emphasis Experience Krys Saldivar is a Transportation Planner with AFA specializing in land use and circulation planning. Her capabilities include traffic forecasting, capacity analysis, traffic engineering evaluation, and land use/circulation impact analysis. Ms. Saldivar has had responsibility for a variety of circulation analysis projects in Orange County and other parts of Southern California. Her work has included land use development impact analyses, highway facility EIR traffic studies, Specific Plan traffic studies, General Plan Circulation Element traffic studies, and freeway interchange analyses. Examples of specific project experience are as follows: • Foothill/Trabuco Specific Plan Traffic Study • Irvine Spectrum Traffic Analyses • Alipaz Deletion Study - Cities of Dana Point and San Juan Capistrano • San Joaquin Hills Transportation Corridor South End analysis • Camino Capistrano Development Circulation Alternatives • General Plan Circulation Element update - City of Irvine • General Plan Circulation Element update - City of Laguna Niguel • General Plan Circulation Element update - City of Santa Fe Springs • General Plan Circulation Element update - City of Tustin • Portola Parkway Traffic Analysis • ONeill Regional Park Traffic Analysis • Irvine Business Complex Traffic Analysis • Marine Corps Air Station (MCAS) Tustin Specific Plan/Reuse Plan She has carried out traffic analyses for South Orange County cities and communities and has worked on the development of traffic models for the University of California, Irvine campus and the citywide model for the City of Irvine. She provides traffic analysis services on an on -going basis to the Cities of Irvine and Newport Beach utilizing the cities' traffic models to determine circulation impacts of specific development projects or circulation improvement programs. 10-26-04 7 07cityofnewporfh=hsoq.doc RESUME CATHERINE LAWRENCE, Transportation Engineer Education B.S. in Civil Engineering Registration Traffic Engineer: CA #TR001634 Organizations Orange County Traffic Engineering Council Institute of Transportation Engineers Experience Catherine Lawrence is a Transportation Engineer with 18 years experience in traffic and transportation studies. Her capabilities include land use/circulation impact analysis, traffic forecasting, capacity analysis, site plan and parking analysis, signal progression analysis and freeway operations analysis. Ms. Lawrence has been responsible for a variety of traffic impact studies and traffic engineering evaluation projects throughout Southern California. She has been responsible for overseeing the firm's traffic flow simulation models in many cities, including the City of San Juan Capistrano, the City of Orange and the City of Moorpark. Examples of specific project experience are as follows: Traffic Engineering North Park Village Spec Plan Traffic Analysis Edinger Corridor Spec Plan Traffic Analysis Traffic Operations Analysis FTC/ETC/SJHTC Annual AVO Survey I -5 Corridor Feasibility Study City Drive Ramp Relocation City of Fountain Valley - Secondary Highway Interconnect I -5 /Avery Interchange Feasibility Study Greenfield/SJHTC Interchange Analysis I- 710/Firestone Interchange Project Report 8 07cityofnewportbc=hsoq.doc PUBLIC AGENCIES WORKED FOR IN PAST FIVE YEARS This listing would be quite lengthy. AFA's total client list is over 1000. We have worked for almost all of the Cities in Orange County, most in Ventura County, several in San Bernardino and Riverside Counties, and some in Los Angeles County. A copy of the listing of City clients, which totals 73, is attached. 9 07cityofoewportb=hsoq.dm CITY CLIENT LIST City Of Agoura Hills City Of Huntington Beach City Of Alhambra City Of Inglewood City Of Aliso Viejo City Of Leine City Of Anaheim City Of La Habra City Of Bell City Of La Palma City Of Bellflower City Of La Puente City Of Beverly Hills City Of Laguna Niguel City Of Brea City Of Lake Forest City Of Buena Park City Of Lakewood City Of Camarillo City Of Lancaster City Of Chino City Of Lang Beach City Of Colton City Of Mission Viejo City Of Commerce City Of Moorpark City Of Corona City Of National City City Of Costa Mesa City Of Needles City Of Dana Point City Of Newport Beach City Of Diamond Bar City Of Norco City Of El Segundo City Of Norwalk City Of Encinitas City Of Ojai City Of Fontana City Of Ontario City Of Fountain Valley City Of Orange City Of Fullerton City Of Oxnard City Of Garden Grove City Of Palm Desert City Of Hermosa Beach City Of Palos Verdes 10 07cityofnewportheachwq.doc City Of Pasadena City Of Placentia City Of Rancho Cucamonga City Of Redondo Beach City Of Riverside City Of Rolling Hills Estates City Of Sacramento City Of San Buena Ventura City Of San Clemente City Of San Dimas City Of San Juan Capistrano City Of San Marino City Of Santa Ma City Of Santa Clarita City Of Santa Fe Springs City Of Santa Monica City Of Solana Beach City Of South Gate City Of Temecula City Of Torrance City Of Tustin City Of Vernon City Of Whittier City Of Yorba Linda City Of Coto De Cara 1 I 07ciryofhewportbwchsoq,dm Exhibit B FEE SCHEDULE (EXHIBIT B) Effective January 1, 2007 — December 31, 2007 AUSTIN-FOUST ASSOCIATES, INC. STANDARD RATE SCHEDULE CATEGORY HOURLY RATE Principal $175 Associate $140-$160 Transportation Engineer $100-$130 Transportation Planner $75-$110 Transportation Analyst $75-$120 Design Engineer $110 Design Drafter $75 Technical /Clerical $70-$75 Direct expenses billed as actual costs 12 07cityotnewportbeachsoq.dm PROFESSIONAL SERVICES AGREEMENT WITH TSI TRANSPORTATION STUDIES, INC. FOR ON -CALL TRAFFIC ENGINEERING SERVICES THIS AGREEMENT is made and entered into as of this day of 2007, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and TSI TRANSPORTATION STUDIES, INC., a California corporation whose address is 1350 Reynolds Avenue, Suite 115, Irvine, California 92614 ( "Consultant"), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to cant' on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City has a need for on -call assistance for traffic data collection. C. City desires to engage Consultant to perform on -call traffic engineering services throughout the City on an as need basis ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member[s] of Consultant for purposes of Project, shall be Craig Shick. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of June, 2009, unless .terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall provide "On -Call" traffic engineering services as described in the Statement of Qualifications attached as Exhibit "A." Upon verbal or written request from the Project Administrator, 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: 3. U A. A detailed description of the services to be provided; B. The position of each person to be assigned to perform the services, and the name of the individuals to be assigned, if available; C. The estimated number of hours and cost to complete the services; and D. The time needed to finish the specific project. 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. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each parry hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by telephone, fax, hand - delivery or mail. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis, in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit "B" and incorporated herein by reference. No rate changes shall be made during the term of this Agreement without the prior written approval of the City. Consultant's compensation for services performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as approved by the Project Administrator. Any Letter Proposal that sets forth fees in excess of Thirty Thousand Dollars and No Cents ($30,000.00) shall require a separate Professional Service Agreement approved by per Council Policy F -14. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person and/or classification of employee who performed the work, a brief description of the services performed and/or the specific task in the letter proposal to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in the Letter Proposal. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement and the Letter Proposal, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work 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 Letter Proposal and which the parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates set forth in Exhibit B. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Craig Shick 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. 3 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. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Antony Brine, P.E., shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. B. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the .term of this Agreement, any and all licenses, . permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. W 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and/or design defects [if the design originated with Consultant]) or Consultant's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to 5 exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 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 and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 6 D. Coverage Requirements. 1. Workers' Compensation Coveraqe. Consultant shall maintain Workers' Compensation Insurance and Employers Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employers Liability Insurance in accordance with . the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. 2. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. 3. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. 4. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: 1. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. 7 2. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. 3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 4. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. 5. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. 6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. rmely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of Insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other - disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (506/6) 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 parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project.,_ Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes the release of information. 19. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records during regular business hours. Consultant shall allow inspection of all work, data, documents, 9 proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 20. WITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his 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. 21. 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 paragraph Is intended to limit Cltys rights under any other sections of this Agreement. 22. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 23. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for 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. 24. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Antony Brine Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92658 -8915 Phone: 949 -644 -3311 Fax: 949 - 644 -3318 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Craig Shick TSI Transportation Studies, Inc. 1350 Reynolds Avenue, Suite 115 Irvine, CA 92614 Phone: 949 -852 -8460 Fax: 949 -852 -8441 25. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not Ccured 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, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provision, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 26. 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, regulations and permit- requirements and be subject to approval of the Project Administrator and City. 11 27. 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. 28. 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. 29. 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. 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. 31. 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. 32. 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. 33. 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. 34. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 12 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By: -- ( �- Aaron C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: M LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH A Municipal Corporation By: Mayor for the City of Newport Beach TSITransportation Studies, Inc.: 0 (Corporate Officer) Print Name: (Financial Officer) Title: Print Name: Attachments: Exhibit A — Statement of Qualifications Exhibit B — Schedule of Billing Rates E \users\pMvlshared\agreementsify 07 -081on -call services \tsi - traffic englneering.doc 13 TSI Transportation Studies, Inc. Exhibit A A Traffic Data Collection Company Antony Brine Principal Civil Engineer City of Newport Beach 3300 Newport Boulevard Newport Beach, CA. 92658 Dear Mr.'Brine, TRANSPORTATIONSTUDIES, INC, (TSI) is pleased to be put on your on-call Transportation Services Contract TSI personnel have many years of traffic data collection experience, performing studies in Orange, Riverside, San Bernardino, Los Angeles, San Diego and Ventura Counties. TSI provides manual turning movement counts, 24 hour adt counts, 24 hour speed & axle counts, radar speed surveys, and parking studies. TSI utilizes the Jamar DB -100 turning movement counter, Jamar Trax -H classifier, the Timemark Beta 24 -hour volume counter and the MPH K -15 radar gun. Mrs complete report package includes Jamar's Petra and Traxpro programs and Tnnemarks Tmwin program. Each report package includes 15- minute interval counts and peak hour reports. All data can be supplied on a 3 1/2" diskette in ASCII file forniat And excel type spreadsheet. Sincerely, �C Craig Shick Vice-President 1350 Reynolds Ave., Ste. 115, Irvine • CA 92614 • (949) 852 -8460 • Fax (949) 852 -8441 TSITransportation Studies, Inc. A Traffic Data Collection Company THE COMPANY Transportation Studies, Inc. (TSI) was founded in 1997 to provide high quality, reasonably priced raw traffic data collection for government agencies, engineering firms and private businesses in the Western United States who are engaged in transportation planning. Patti Tolton, President Ms. Tolton has over 11 years of experience working for Traffic Counts for 2 years as the company's Project Coordinator and personnel manager and now 9 years at TSI in the same capacity. Ms. Tolton will handle all project preparations, project scheduling and personnel management. Craig Shick, Vice- Presi&nt Mr. Shick has over 16 years experience working for Traffic Counts for the past 7 years as the company's Vice- President and office- project manager and now 9 years at TSI in the same capacity. Mr. Shick will be TSI's project manager and do the data analysis. Ambrosio Santiago, Field Technician Mr. Santiago has over 15 years experience working for Traffic Counts for the past 6 years as a field Technician and warehouse manager and now 9 years at TSI in the same capacity. Mr. Santiago will be responsible for installation and maintenance of machine counters. Traffic Data Collectors Shiela Whelen 5 years experience Kevin Whelen 5 years experience Tracy Patraw Scott Riggs David Sharpe Wanda Puckett Dan Brown Michael Patterson Dianne Bass Bobby Burrell Ron Smith Malia Silva 5 years experience 3 years experience 3 years experience 1 year experience 1 year experience 1 year experience 1 year experience 1 year experience 1 year experience 1 year experience Brian Brewer 2 years Brigitte Brewer 2 years Anthony Conway 2 years Steve Flores 2 years Robert Hayes 2 years Kenneth Hubbard 2 years June Macintyre 1 year Keith Mitchell 1 year Jamey Moore 1 year Tina Reynard 1 year David Robles 1 year Kimberly Smith 1 year 1350 Reynolds Ave., Ste. 115, Irvine • CA 92614 • (949) 852 -8460 • Fax (949) 852 -8441 TS1Transportation Studies, Inc. A Traffic Data Collection Company ADVANCE NOTICE REQUIREMENTS 48 HOUR NOTICE NEEDS TO BE GIVEN. 1350 Reynolds Ave., Ste, 115, Irvine • CA 92614 • (949) 852 -8460 • Fax (949) 852 -8441 TSITransportation Studies, Inc. A Traffic Data Collection Company . PROJECT COORDINATOR Patti Tolton will be responsible for project preparation, project scheduling, personnel management and data processing. Ms. Tolton's experience came from 2 years of employment at Traffic Counts, Inc., where she was the company's project coordinator and personnel manager. Listed below is a partial fist of projects in which Ms. Tolton was responsible for while at Traffic Counts and at Transportation Studies, Inc.. Multitrans 24 -Hour Machine Counts Contact: David Yazbari Multitrans 24 -Hour Machine Counts Contact: David Yazahari City of San Buenaventura 24 -Hour Machine Counts Turning Movement Counts Contact: Jeff Herford City of Ontario 24 -Hour Machine Counts Turning Movement Counts Contact: Don Burden City of Murrieta 24 -Hour Machine Counts Contact: Hank Mohle City of Fullerton 24 -Hour Machine Counts Turning Movement Counts: Contact: Mark Muller 1998 120 Locations 408 -556 -0700 1997 -1998 159 Locations 408 -556 -0700 1997 -2003 300 -400 Locations 40 Locations 805- 654 -7744 1997 -2003 200 Locations 100 Locations 909- 395 -2154 1997 -2003 100's of Locations 909 -698 -1040 2001 -2003 183 Location 100 Locations 714 -738 -6330 San Diego County San Joaquin Valley Counties 1350 Reynolds Ave., Ste, 115, Irvine • CA 92614 • (949) 852 -8460 • Fax (949) 852.8441 TSITransportation Studies, Inc. A Traffic Data Collection Company PROJECT MANAGER Craig Shick will be responsible for the overall running of the project. Mr. Shick's experience is 15 years of employment at Transportation Studies, Inc. and Traffic Counts, Inc. where he oversaw the daily operation of the company that included bidding and running of all projects, data processing, data analysis and billing. Listed below is a partial list of projects that Mr. Shick ran while at Traffic Counts and at Transportation Studies. County of Orange 1992 & 1994 CMP Counts 24 -Hour Machine Counts 500 Locations Turning Movement Counts 600 Count Days Contact: Tim Swatzell 714- 834 -6290 Contact: Larry Abad 714 - 834 -3061 DKS Associates Turning Movement Counts Contact: Joel A. Goldfain City of Huntington Beach 24 -Hour Machine Counts Turning Movement Counts Contact: Bob Hiidusky City of Fountain Valley 24 -Hour Machine Counts Turning Movement Counts Contact: Mark Lewis City of San Buenaventura 24 -Hour Machine Counts Turning Movement Counts Contact: Jeff Hereford City of Ontario 24 -Hour Machine Counts Turning Movement Counts Contact: Don Burden City of Santa Monica 24 Hour Speed Counts Turning Movement Counts Contact: Kim Jackson 1998 149 Locations 3 days each 714 -543 -9601 1991 -2006 100's of Locations 100's of Locations 714 - 536 -5518 1996 -2003 100's of Locations 100's of Locations 714 -964 4400 1995 -2006 100's of Locations 100's of Locations 805- 654 -7744 1995, 1997 -2006 100's of Locations 100's of Locations 909 -395 -2154 1998 -2006 100's of Locations 100's of Locations 310 -458 -8280 1350 Reynolds Ave., Ste. 115, Irvine • CA 92614 • (949) 852 -8460 • Fax (949) 852 -8441 TSITransportation Studies, Inc. A Traffic Data Collection Company Municipalities CITY OF ANAHEIM TAHER JALAI 714- 765 -5183 CITY OF ARTESIA HUI LAI 714- 974 -7863 CITY OF BREA WARREN SIECKE 714- 990 -7600 CITY OF BUENA PARK GEZA SINGER 714- 562 -3699 CITY OF DANA POINT MATTHEW SINACORI 949- 248 -3574 CITY OF DIAMOND BAR KIRK PHILLIPS 909 -396 -5671 CITY OF ENCINITAS ROB SLOUGH 760 -633 -2705 CITY OF FULLERTON TERI CARLSON 714- 738.6899 CITY OF GLENDALE LARRY TAY 818 -548 -3960 CITY OF HUNTINGTON BEACH BOB H DUSKY 714 -536 -5517 CITY OF MURRMTA SUSAN VOMBAUR 951-098 -1040 CITY OF NEWPORT BEACH RICHARD EDMONSTON 949-044 -3344 CITY OF ONTARIO DONALD BURDEN 909- 395 -2154 COUNTY OF ORANGE LARRY ABAD 714 -834 -3061 CITY OF PALOS VERDES ESTATES WENDY FORCE 310 -378 -0383 CITY OF PLACENTIA WARREN SIECKE 714- 993 -8131 CITY OF REDONDO BEACH JOHN MATE 310- 318-0661 CITY OF SAN JUAN CAPISTRANO ALAN OSWALD 949 - 443 -0356 CITY OF SANTA ANA ZED KEKULA 714-047 -5606 CITY OF SANTA MONICA KIM JACKSON 310458 -8280 CITY OF TORRANCE TED SEMAAN 310 -018 -5990 CITY OF VENTURA JEFF HEREFORD 805 -054 -7744 OCTA GLEN CAMPBELL 714 -560 -5712 1350 Reynolds Ave., Ste. 115, Irvine • CA 92614 • (949) 852 -8460 • Fax (949) 852.8441 TSITransportation Studies, Inc. A Traffic Data Collection Company REFERENCES City of Huntington Beach City of Santa Monica Bob EGdusky Kim Jackson 2000 Main Sum 1685 Main Street Huntington Beach, CA. 92648 Room 115 (714) 536 -5518 Santa Monica, CA 90407 (310)458 -8280 City of Torrance City of Fullerton Ted Semnan Mark Miller 3031 Torrance Boulevard 303 West Commonwealth Torrance, CA. 90509 Fullerton, CA. (310) 618 -5990 (714) 738 -3660 City of Venture County of Orange Jeff Hereford Larry Abad 501 Poli Street 300 N. Flower Stmt Room 120 Seventh Floor Ventura, CA. 93001 Santa Ana, CA. 92702 (805) 654 - 7744 (714) 834 -3061 City of Newport Beach City of Ontario Richard Edmonton Don Burden 3300 Newport Boulevard 303 East "B" Street Newport Beach, CA. 92663 Ontario, CA. 91764 (949) 644 -3311 (909) 395 -2154 City of Anaheim City of Placentia Tatter Jalai Warren Siecke P.O. Box 3222 401 East Chapman Avenue Anaheim, CA. 92803 Placentia, CA. 92870 (714) 765 -5066 (714) 993 -8236 City of Glendale City of Santa Ana Larry Tay Shahir Gobran 613 E. Broadway P.O. Box 1988 Room 120 M-43 Glendale, CA. 91206 Santa Ana, CA. 92702 (818) 548 -3960 (714) 647 -5615 1350 Reynolds Ave., Ste. 115, Irvine • CA 92614 • (949) 852 -8460 • Fax (949) 852 -8441 TS1 Transportation Studies, Inc. Exhibit 6 A Traffic Data Collection Company . FEE SCHEDULE FOR NEWPORT BEACH 24 HOUR MACHINE COUNTS $ 45.00 PER LOCATION 24 HOUR MACHINE COUNTS- 4 LEG APPROACH $ 180.00 PER LOCATION 24 HOUR MACHINE COUNTS — 3 LEG APPROACH $ 135.00 PER LOCATION 24 HOUR MACHINE COUNTS - SPEED / VOLUME $ $0.00 PER MACHINE 24 HOUR MACHINE COUNTS — CLASSIFICATION / VOLUME $ 80.00 PER MACHINE RADAR SPEED SURVEY $ 35.00 PER HOUR TURNING MOVEMENT COUNTS $ 35.00 PER MAN HOUR PARKING STUDIES $ 35.00 PER MAN HOUR 1350 Reynolds Ave., Ste. 115, Irvine • CA 92614 • (949) 852 -8460 • Fax (949) 852 -8441 CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. May 22, 2007 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Antony Brine, P.E. 949-644 -3329 or tbrine @city.newport- beach.ca.us SUBJECT: TRAFFIC ON -CALL SERVICES - APPROVAL OF PROFESSIONAL SERVICES AGREEMENTS RECOMMENDATION: Approve Prof rvices Agreements with Austin -Foust Associates, Inc. and Transportati Studie c. for on -call traffic engineering services and authorize the Ma ity o xecute the Agreements. DISCUSSIO On -call agreements allow staff to retain specialized services that are regularly required for various projects at fees that are set for a two year period of time. J Austin -Foust Associates, Inc. has performed traffic engineering services for more than 73 projects for the City over the past 25 years. These projects have included the Corona del Mar High School traffic study, development of the original Newport Beach ffic Model, and design f the Upper Newport Bay Bike Trail. Transportation s, c. has provided years of traffic data collection services for the City. Their irm co lects manual turning movement counts, 24 -hour speed and volume data collection, radar speed surveys, and parking counts. Both these firms have provided exceptionally high quality service on numerous projects over the years. Rates included in the agreements are competitive and in line with industry standards. The proposed Fiscal Year 2007/08 Capital Improvements Program (CIP) budget is estimated at more than $37 million and includes over 100 projects. Many will require traffic engineering services, such as signing and striping plan preparation, and traffic calming reviews. Staff recommends approval of the attached Agreements to facilitate implementation of the CIP.