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HomeMy WebLinkAboutC-4575 - On-call Air Quality and Noise Assessment Consulting ServicesTHIS AGREEMENT is made and entered into as of this 3rd day of June, 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and LANDRUM & BROWN, INCORPORATED, an Ohio Corporation, operating through MESTRE GREVE ASSOCIATES, A DIVISION OF LANDRUM & BROWN, INC. whose address is 11279 Cornell Park Drive Cincinnati, Ohio 45242 ( "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 desires to engage Consultant to perform on -call air quality and noise assessment consulting services on an as- needed basis ( "Project "). Consulting services may include the preparation of air quality and noise impact assessments, noise measurements and the creation of mitigation strategies related to California Environmental Quality Act ( "CEQA ") review compliance for proposed development projects. D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Fred Greve, P.E., Managing Director. 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 3rd day of June, 2011, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall provide "On -Call" air quality and noise assessment consulting services as described in the Proposal for on -call services attached hereto as Exhibit "A" and PROFESSIONAL SERVICES AGREEMENT WITH 1p LANDRUM & BROWN, INC. OPERATING THROUGH r MESTRE GREVE ASSOCIATES, A DIVISION OF LANDRUM & BROWN, INC. FOR ON -CALL AIR QUALITY AND NOISE ASSESSMENT CONSULTING SERVICES THIS AGREEMENT is made and entered into as of this 3rd day of June, 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and LANDRUM & BROWN, INCORPORATED, an Ohio Corporation, operating through MESTRE GREVE ASSOCIATES, A DIVISION OF LANDRUM & BROWN, INC. whose address is 11279 Cornell Park Drive Cincinnati, Ohio 45242 ( "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 desires to engage Consultant to perform on -call air quality and noise assessment consulting services on an as- needed basis ( "Project "). Consulting services may include the preparation of air quality and noise impact assessments, noise measurements and the creation of mitigation strategies related to California Environmental Quality Act ( "CEQA ") review compliance for proposed development projects. D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Fred Greve, P.E., Managing Director. 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 3rd day of June, 2011, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall provide "On -Call" air quality and noise assessment consulting services as described in the Proposal for on -call services attached hereto as Exhibit "A" and incorporated herein by reference. 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 either telephone, e-mail, 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 within Exhibit "B ". Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Thirty Thousand Dollars and nol100 ($30,000.00) without prior written authorization Professional Services Agreement Page 2 from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and /or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. 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, 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 performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 4.4 Notwithstanding any other provision of this Agreement, when payments made by City equal 90% of the maximum fee provided for in this Agreement, no further payments shall be made until City has accepted the final work under this Agreement. 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 FRED GREVE, P.E. to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any Professional Services Agreement Page 3 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 PLANNING DEPARTMENT. DAVID LEPO, PLANNING DIRECTOR, or his designee, 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 blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. 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. Professional Services Agreement Page 4 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 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 any breach of the terms and conditions of this Agreement, any work performed or services provided under this Agreement including, without limitation, defects in workmanship or materials 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, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 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 Professional Services Agreement Page 5 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 Project, 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, policies of insurance of the type and amounts described below and in a form satisfactory to City. A. Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by Consultant, his agents, representatives, employees or subconsultants. The cost of such insurance shall be included in Consultant's bid. B. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner Professional Services Agreement Page 6 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. C. Coverage Requirements. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subconsultant'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. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. iv. _Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 limit per claim and in the aggregate. D. Other Insurance Provisions or Requirements. The policies are to contain, or be endorsed to contain, the following provisions: Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive Professional Services Agreement Page 7 subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. ii. Enforcement of Contract Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. iii. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. iv. Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with 30 days notice of cancellation (except for nonpayment for which 10 days notice is required) or nonrenewal of coverage for each required coverage. E. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. F. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty- five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. Professional Services Agreement Page 8 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City in the City's latest adopted version of Microsoft Word, Microsoft Excel or other format deemed mutually acceptable. 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 in writing the release of information. 20. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. Professional Services Agreement Page 9 21. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 22. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. 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 the law or any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 25. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Professional Services Agreement Page 10 Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 26. NOTICES 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: Attn: David Lepo, Planning Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949 - 644 -3200 Fax: 949 - 644 -3229 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attention: Phone: Fax: Mobile: 27. CLAIMS Fred Greve, P.E., Managing Director Mestre Greve Associates, a division of Landrum & Brown 27812 El Lazo Road, 949.349.0671 949.349.0679 949.466.2967 Laguna Niguel, CA 92677 The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Contract and Contract documents, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 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 cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Professional Services Agreement Page 11 Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 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, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 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. 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. 34. 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. Professional Services Agreement Page 12 35. 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. 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. 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: OFFICE O THE(�L CITY ATTORNEY: By.Ui 1, 674 Ini Leonie Mulvihill Assistant City Attorney \, b l k By: —,kW4A6 6 Leilani Brown, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation BY: David Lepo / Planning Dep rtment Director CONSULTANT: LANDRUM & BROWN Inc. operating through Mestre Greve Associates, a division of Landrum & Brown By: Fred Greve, P.E. Managing Director By: Vince M6strcv Managing Director Attachments: Exhibit A – Proposal for on-call services Exhibit B - Schedule of billing rates Professional Services Agreement Page 13 Mestre Greve Associates Division of Landrum & Brown May 27, 2010 Mr. Jim Campbell Planning Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Subject: Proposal for On -Call Services for Air Quality and Noise Dear Mr. Campbell: Mestre Greve Associates is pleased to submit this proposal to provide on -call services to the City of Newport Beach in the areas of noise and air quality including greenhouse gas. The potential range of services is identified in the next section. Mestre Greve Associates is now a division of Landrum & Brown, Inc. Landrum & Brown is an aviation planning and environmental firm that provides services worldwide. For our local work with developers, cities, and other environmental firms, we will continue to operate as Mestre Greve Associates with the same staff and service that you have enjoyed in the past. Included along with this proposal is background information on Landrum & Brown, a firm profile for the Mestre Greve Associates division, resumes for myself and Matt Jones, our billing rates, and a W -9 form (so the Contract Department will know how to address the purchase order). Range of Services Mestre Greve Associates will provide noise, air quality, and greenhouse gas services to the City of Newport. The services would include preparing air and noise assessments for a variety of projects going through the CEQA or other review process. Tasks involved in the assessments may include conducting field measurements, assessing impacts, report preparation, developing mitigation measures, making presentations, attending meetings, and providing peer reviews. 27812 El Lam Road • Laguna Niguel, CA 92677 • (949) 349 -0671 • Fax (949) 349 -0679 Newport Beach On -Call Services Page 2 Costs All work will be conducted on a time and materials basis. Our billing rates are attached. If awarded this work, the contract should be in the name of Landrum & Brown, Inc. The services will be provided by Landrum & Brown operating through its division Mestre Greve Associates. A Form W -9 is included with the proposal materials. It should also be noted that for contracts under $50,000, I can sign on behalf of Landrum & Brown and that is the way that most of our contracts are set up. A corporate resolution verifying the acceptability of my signature is attached. If you have any questions or comments, please do not hesitate to call. Sincerely, Mestre Greve Associates Division of Landrum & Brown 4��� Fred Greve, P.E. Managing Director MEBLandrum & Brown, Inc whose head office is located in Cincinnati, Ohio, has been en n a a re recognized leader in the field of aviation consulting since our founding in 1949; expanding ..��. services from an original focus on general airport planning into the aviation environmental and noise compatibility arenas, airport financial, airfield and airspace simulation, air cargo planning, terminal area simulation and planning, and planning services for an array of ancillary airport facilities and services. The firm is organized into two divisions that focus on Environmental and Planning Services, with nearly 100 staff members who are dedicated to serving client project needs. L &B's Environmental Division assists airports with meeting legal, regulatory, and community requirements, and resolving issues that are increasingly important to airport operations and capital development. This division has earned a reputation in the U.S. for expertise preparing FAR Part 150 studies, EISs, EIRs, EAs, CatExs, aircraft noise compliance studies, GHG studies, and compliance with FAA and USEPA regulations and standards. L&B has completed hundreds of environmental approval documents and provided specialized environmental services, such as air quality and noise modeling analysis, in response to specific requests by clients. L &B's recent acquisition of Mestre Greve Associates (MGA) adds additional experience conducting air and noise assessments and other CEQA level analyses. The MGA staff has been conducting air and noise assessments to satisfy CEQA requirements since 1981. Hundreds of CEQA studies have been prepared including assessments for three toll - roads, a new airport, several airport expansions in California, highway improvement projects, and large planned communities. These studies have withstood the scrutiny of public agency and private reviews, as well as several court challenges. L &B's Planning Division focuses on improving efficiency and maximizing the use of existing airport facilities; developing new airfield and airspace systems; developing concepts for new and remodeled terminals, concourses, and adjacent airside and landside interfaces; and developing solid aviation activity forecasts that have been used for environmental, planning, and financial studies. One of the greatest benefits that L &B brings to a project is that our services are coordinated among our environmental, planning, and financial consultants. This assures that all efforts meet Federal, state, and local regulations, are efficient and functional for all aspects of each project, and are consistent with meeting the client's needs. This flexibility and broad understanding of the issues that are unique to airports, allows L &B to provide the strategic advice that more specialized environmental firms cannot. Mestre Greve Associates Firm Description Mestre Greve Associates, located at 27812 El Lazo Road, Laguna Niguel, California, is a professional engineering firm specializing in noise control, air resources engineering, and airport studies. Established in 1978, the company has been successfully operating for nearly thirty years. In March of 2009, Mestre Greve Associates became a subsidiary of Landrum and Brown, Inc. an aviation planning firm that provides services worldwide. Mestre Greve Associates continues to provide air and noise studies for projects throughout Southern California. There are currently nine employees on staff at this location. In addition to the two Principals, who are Registered Professional Engineers, the firm employs two Associates, one of whom is also a Registered Professional Engineer, two Staff Engineers, two Technicians, and one administrative staff member. Mestre Greve Associates provides a unique combination of professional consulting services and engineering support. The Noise Control Engineering services provided by Mestre Greve Associates may be divided into the following categories: community noise studies, industrial noise assessment and control, and vibration and dynamic analysis. All noise control studies involve analyzing or projecting the noise levels generated by a source, determining the level of reduction desired, and finally engineering a solution to achieve the criterion levels. The Noise Control Engineering Services provided by our firm are utilized by a variety of clients in both the private and public sectors. Noise monitoring equipment maintained by the firm includes state -of -the -art automated digital test equipment and certified calibration equipment. Our extensive inventory of noise monitoring equipment provides a thorough evaluation of noise impacts for our clients in both community and industrial settings. The Air Resources Engineering services provided by Mestre Greve Associates may be divided into the following categories: highway air quality studies, airport air quality studies, air quality and land use integration studies, new source evaluations, and toxic dispersion and monitoring assessments. The firm possesses strong capabilities to assess source generation and characterization, dispersion of emissions away from the source, and the resulting concentrations and impacts. Mitigation options are then analyzed and solutions developed. This may also involve assessing how a project integrates on a regional scale with regional air planning efforts, transportation system goals, and how the project can be integrated with the surrounding urban form to minimize pollutant emissions. In addition to hundreds of local projects, Mestre Greve Associates has successfully completed noise and air quality studies throughout the United States, Canada and the Far East. The experience of the firm is quite varied: Mestre Greve Associates has performed assessments of airport noise, ground transportation system improvements, residential and commercial developments, and the development of General Plan Noise Elements for numerous clients in both the public and private sector. Mestre Greve Associates has conducted air quality analyses for a wide range of projects, from large planned communities and expressways to small housing tracts. This extensive experience in both noise and air quality areas ensures a high level of expertise will be provided and that appropriate mitigation options will be considered. Our in -house computing capabilities ensure the application of state of the art models, and results in analysis that is reliable, repeatable, and timely. Mestre Greve Associates is proud of its reputation for providing high - quality technical reports, and for completing projects and meeting deadlines on schedule and at the proposed cost. FRED GREVE, P.E. MESTRE GREVE ASSOCIATES DIVISION OF LANDRUM & BROWN, INC. MANAGING DIRECTOR Mr. Greve has over thirty years experience in all fields of noise assessment and air quality management. Principal experience includes noise and air quality assessment for traffic networks, airports, transportation corridors, and planned communities on the local, state, federal and industrial level. This experience includes legislative monitoring of air and noise regulations, development of ambient air monitoring facilities, and management of aircraft noise monitoring networks. Greenhouse house gas assessments and monitoring of climate change regulations are capabilities that have recently grown out of his work for over 30 years in the air management arena. Mr. Greve, along with Vince Mestre, established Mestre Greve Associates in 1981. In March 2009, Mestre Greve Associates was purchased by Landrum & Brown, Inc. Landrum & Brown is an aviation planning firm headquartered in Cincinnati, Ohio. Mestre Greve Associates now operates as a division of Landrum & Brown. EXPERIENCE Principal in Charge for over 500 air quality studies ranging from small developments to master planned communities. Air quality studies have also included a wide range of transportation projects across the United States for roadways, freeways, and airports. Mr. Greve has been at the forefront in conducting greenhouse gas studies (over 15 studies completed as of January 2009) and monitoring greenhouse gas guidelines and regulations. Principal in Charge of the development of Noise Elements for the Cities of Dana Point, Inglewood, Irvine, Beaumont, Stanton, Rialto, Fountain Valley, Solvang, and Palm Springs. Principal in Charge of updates to the Noise Elements for the Cities of Rancho Cucamonga, Santa Clarita, Glendale, Santee, and the County of Monterey. Principal in charge, under subcontract with P & D Consultants/ TCB -AECOM and Caltrans, of the preparation of air quality analyses for the addition of the HOV Lane to the Northbound 1-405 through the Sepulveda Pass (between 1 -10 and U.S.101) Project. This proposed highway improvement project required four build alternatives, and one no -build alternative to be analyzed. The initial report analyzed and identified the affected environment, permanent impacts, temporary impacts, cumulative impacts and mitigation measures of each of the five design alternatives along the freeway mainline, the HOV lanes, the freeway ramps, and up to five intersections in the immediate study area for the project. The consultant recently met and worked with Caltrans' Headquarters, FHWA and district staff, and with the appropriate regulatory agencies to resolve all conformity and air quality planning issues. Principal in charge, under subcontract with P & D Consultants/ TCB -AECOM and Caltrans, of the preparation of air quality analyses for the realignment of the Southbound 1-405 connections to the Northbound and Southbound US -101 Project. This proposed highway improvement project required four build alternatives, and one no -build alternative to be analyzed. Principal in charge for the updated noise assessment based on new traffic data, prepared under contract to Barnard Dunkelbarg & Company, for the proposed Northwest Arkansas Regional Airport Authority Intermodal Access Road in Benton County, Arkansas. The access to the new airport is provided from the Highway 71 bypass on Highway 264 at the Lowell exit and from Bentonville on Highway 12. Principal in charge, under contract with RBF Consulting, of the NEPA level noise study for the Caltrans Culver Drive Widening project. Mestre Greve Associates has previously conducted comprehensive noise studies for the Culver Drive Widening EIR project as a subconsultant to both RBF Consulting and Templeton Planning Group for the City of Irvine. Principal in Charge of the technical noise and air quality assessment reports for the following recent EIR projects: Planning Areas 18 and 39 General Plan Amendment and Zone Change, City of Irvine; Perris Ridge Commerce Center, City of Perris; Ontario Gateway Specific Plan, City of Ontario, CA; Principal in Charge of the noise and air quality assessments for the proposed Foothill Transportation Corridor -South EIS /SEIR project. This study includes the analysis of various alternatives proposed by the Transportation Corridor Agencies. Principal in Charge of the Carbon Monoxide Monitoring Program for the San Joaquin Hills Transportation Corridor. This program included monitoring air quality levels at three sites near the corridor in order to determine if air quality standards had been exceeded, and to make recommendations as to potential remedial actions if necessary. Project Manager for the air quality assessment for MCAS El Toro Community Reuse Plan and EIR, the noise assessments for CFB Greenwood Relocation for Base Closure and Realignment Study and CFB Trenton Relocation for Base Closure and Realignment Study, and the air quality assessment for the Master Plan Alternatives for EA Analysis for Jackson Hole Airport. Project Manager for the noise assessments for the Toland Road Landfill Expansion Project, the Lancaster Landfill Expansion Project, and the North Orange County Landfill and Alternative Technologies Study. Principal in charge for the noise and air assessments for the proposed Freeway Route 125 in San Diego County, Arizona Route 93, the San Joaquin Hills Transportation Corridor in Orange County, and numerous freeway interchange projects. Project Manager of the noise assessment for the Orange County Sanitation District Groundwater Replenishment System project; Principal in charge of the noise assessments for the Encino Reservoir Water Quality Improvement Project, the Stone Canyon Water Quality Improvement Project, the Hollywood Water Quality Improvement Project for the Los Angeles Department of Water and Power. Principal in charge of the air quality assessments for the Eastern Transportation Corridor, HOV Lane Additions to the Orange Freeway and the Riverside Freeway. Principal in charge for the noise assessments for the Culver Drive Realignment and Widening in Irvine, the 1 -5 /1 -405 Freeway Confluence Zone in Orange County, the 1-405 Freeway Design Alternatives Study, Route 178 in Bakersfield, Foothill Transportation Corridor, widening of Imperial Highway, and the Moulton Parkway Super Street in South Orange County. Project Manager for many industrial noise projects including the Coyote Canyon Gas to Energy Plant, the Spadra Landfill Gas to Energy Plant, Anaheim Power Generation Plant, the expansion of the San Clemente Wastewater Treatment Plant, and expansion of the SERRA Treatment Plant in Dana Point. Project Manager for air quality assessments for regional planning efforts implemented by the City of Irvine and the planned communities of Aliso Viejo and Laguna Niguel. Projects included coordination with local Air Quality Management Plan (AQMP) efforts. EDUCATION M.S., Environmental Engineering, 1975, University of California, Irvine B.S., Civil and Environmental Engineering, 1973, UCI B.S., Biological Science, 1973, University of California, Irvine PROFESSIONAL REGISTRATION Registered Professional Engineer, 1981, Civil Engineering, California, No. C 31701 Certified Acoustical Consultant, County of Orange Member of Air and Water Management Association Member of Engineers Without Borders Registered Private Pilot PROFESSIONAL BACKGROUND Entered the profession in 1973; co- founder of Mestre Greve Associates in 1978. His professional affiliations include membership in the Acoustical Society of America, the Air and Waste Management Association, the Air Pollution Control Association, the National Association of Noise Control Officials, and American Society of Civil Engineers. He is a frequent guest lecturer on air quality assessment techniques at the University of California, Irvine. PUBLICATIONS Air Quality Modeling as a Management Tool for Airports, presented at the Airports Council International - Pacific Region in Vancouver, Canada, August 1995. Comparison of Noise Measurements along Arterial Roadways with the FHWA Highway Traffic Noise Prediction Model, with Vincent Mestre, presented at the 1982 National Association of Noise Control Officials Conference. A Monitoring System for Long Term Aircraft Noise Measurements, with Vincent Mestre, Sound and Vibration, February 1982. Carbon Monoxide Transport from Freeways: Evaluation of Major Models, with G. S. Samuelsen, UCI Combustion Laboratory Report UCI - ARTR -78 -6. Matthew B. Jones, P.E. Mestre Greve Associates Project Manager Acoustics, Noise, & Air Quality Specialist Mr. Jones joined Mestre Greve Associates in 1987. He has nearly twenty years experience in all fields of noise assessment and air quality management. Work efforts include project management, software development, engineering analysis, report preparation, as well as noise and air quality monitoring. As Manager of Environmental Services, Mr. Jones is responsible for the coordination of all environmental services at Mestre Greve Associates. These services include noise and air quality assessments for EIR/EIS, highways, residential and commercial developments, and airports. Mr. Jones is involved in the development of most of the in house computer software modeling programs and is well versed in all of the air quality and noise modeling programs used at Mestre Greve Associates. EXPERIENCE Representative project experience consists primarily of EIR noise and air quality assessments for many commercial and residential projects including: Air Quality And Noise Assessments: SR 74/1 -215 Interchange Improvement Project (Caltrans EA 46420), Perris, CA; Grove Avenue /Princeton Street Intersection Signalization Project (Caltrans Project —EA# 08- 925042/LA071004), Ontario, CA; Vineyard Avenue /Francis Street Intersection Signalization Project (Caltrans Project —EA# 08- 925041/LA071003), Ontario, CA; UCLA Speiner Aquatics Center, Los Angeles, CA; Mt. San Antonio College Expansion, Walnut, CA; Palazzo Westwood, Los Angeles, CA; 2000 Avenue of the Stars, Los Angeles, CA; Chandler Ranch Specific Plan, Paso Robles, CA; Santiago Hills II, Orange; CA; Spring Mountain, Riverside, CA; Planning Area 17, Irvine, CA; Diemer Filtration Plant, Los Angeles Department of Water and Power, CA; Los Angeles Unified School District (LAUSD) Venice Skills Center, Belmont Primary Center and Santa Monica Primary Center, Los Angeles; CA; Mission Hospital and Medical Center, Mission Viejo, CA; St. Jude's Hospital Expansion, Fullerton, CA; St. Joseph's Orange Medical Center, Orange, CA. Air Quality Assessments: The Crest, San Bernardino County, CA, Vista School District Family Literacy Center, Vista, CA. Noise Assessments: Northern Sphere, Irvine; CA; Planning Area 40 /Spectrum 8, Irvine, CA; UCI Medical Center Long Range Development Plan, Orange, CA; Amerige Heights, Fullerton, CA; Segerstrom Home Ranch, Costa Mesa, CA; Crystal Cove Retail Center, Newport Coast, CA; Well No. 12, Huntington Beach, CA, SDG &E Moreno Compressor Station, Moreno Valley, CA; Trabuco Grove Retail Center, Irvine, CA. Highway EIR noise and air quality assessments for: the addition of the HOV Lane to the Northbound 1-405 through the Sepulveda Pass (between 1 -10 and U.S.101) project, Los Angeles County, CA; the realignment of the Southbound 1 -405 connections to the Northbound and Southbound US -101 Project, Los Angeles County, CA; Aviation Boulevard Widening, Los Angeles County, CA, Foothill Transportation Corridor /Santa Margarita Parkway Interchange widening, Orange County; CA, San Joaquin Hills Transportation Corridor/ Interchange addition, Orange County; CA; Northwest Arkansas Airport Intermodal Access Road, AR; Eastern Transportation Corridor, Orange County. Highway Noise Assessments and noise barrier design to satisfy FHWA and Caltrans requirements for: FTC - South /SR -241 Phase 1 Noise Barrier Assessment, Orange County, CA; South Orange County Transportation Infrastructure Improvement Program (SOCTIIP), Orange County, CA; State Street Extension, San Bernardino, CA; Jeffery Road Grade Separation, Irvine, CA; Alicia Parkway Widening, Mission Viejo, CA; Avenue S Widening, Palmdale, CA; Magic Mountain Parkway Widening, Los Angeles County, CA; Bristol Street Widening, Santa Ana, CA. Preparation of the Noise Elements for the General Plans of the Cities of Santa Monica, Glendora, Highland, Stanton, and Dana Point. Air quality modeling using the FAA's Airport Air Quality Modeling Program (EDMS) for the New Orleans International Airport Phase II EIS, New Orleans, Louisiana; Vancouver International Airport Air Quality Assessment, Vancouver, Canada; Boise Airport, Boise, Idaho. Noise monitoring and data analysis for the Pilot Aircraft Noise Impact Assessment on the Grand Canyon and Volcano National Parks. EDUCATION B.S. Engineering Physics, Acoustics Specialization, June 1994 University of California, San Diego, Summa Cum Laude A.A. Liberal Arts with a Certificate in Recording Arts, 1992 Golden West College, Huntington Beach, California PROFESSIONAL REGISTRATION Registered Professional Engineer in the State of California, (Electrical #17156) PROFESSIONAL AFFILIATIONS Acoustical Society of America Association of Environmental Professionals Air and Waste Management Association American Institute of Physics Audio Engineering Society Few �a Request for TaXjl�ayer �rora1 m Mte F" °o0 2! Identification Number and Certification Oo rat oawmem a ee Tamp Bend m sips. Norm FWw 9mvim Marne In anon on war stone tax rarrd O1 Landrum & Brown, Inc. BwSraeS rmm iF dakrerhf few above Mastro Greve Associates, a Division of Landrum & Brown, Inc. •¢ Check WPmgiate b. ❑ NdhxkWSow propneeor 91 COPmaaon ❑ Parbwshp I �.` ❑ lihwmed e0hay OwWN Err aw m WfSnCadmr d wwv. C+wrpombM. P-0 yerahp) ► . ... ❑ v, 3 : ❑ cow sea tsawdwA ► Adams 4vnitar, skeet, and apt. a sute no.) Rawm s name and aedest Opamreq `q 11279 Cornell Park OrWe Crty. shame. am MP code i Cincinnati, OH 45242 j—un Account monb"W here WPaanet Tw9myer khodflcation Nwnber N) Eater your Tar in the appropniette boo The TM provided mast match the name girwe on Une 1 to avoid i number backup wldd+oldn& For shdividuals. &is is your soda swunty number PSM. However, for a resident aien. sole propridor. or deregaded entity, am the Pat I mates nos on page 3. for Dater eretmes, It to Your empbyer identification number (W d you do not have a number, see Now to 9W a TIN an page 3. or Mob. If the account: is In mare than ate name, see the chart on page 4 for guidance on whose : &VOOYW b entac, n comber nianber to atx. 31 1095645 Under pensWes of perpay. I oaalr that 1. The number shown on afire form is my carat taxpayer kimM=tion number for I amt for a rwrter to be reload b awl, and 2. 1 am not sublea to backup witnhoWag bmaase: (a) I am exempt fnxnn backup withholding, or ter) I have not been nodded by rho Intema Revenue Service q� that I am subject to backup withholding as a result of a ieawe to report all Interest w d imds, a (o) the IRS has I oticed me that 1 am no tpngsr suhjeU to backup withho", and 3. 1 am a US. oiaaan or other US. person klefned below). Car OBaeatt eabuttan you mast cross out darn 2 above a you hews been noised by the Meat you are curets. spoor b bddcir0 withholding becausa you have tailed to rspan all Inures ad dividends on your tat return. For nasl estate tansactice Poem 2 does not apply. For mmtgaga interest paid, ao0aambon or ahsndmanent of sensed property, carhoeastim of debt, conaiffiotlan to an tndNid ua rebrerim avenge ant (auy, and generally, paWwft other than ink and dividends, you am not required to sign the Win, but you rest provide your oanect TN. See the instructions on page 4. General Instructions Section ndaeroes we to the Internal Revenue Code uaess 0&@Wv$ se noted. Purpose of Fong A person Who Is reoAred to tae an nforrnation rehm with the IRS must obtain your oorrecY taxpayer kiaaificafion number (ilf4 to raport, for example. fnnoomme paid to you, real astate lea ns, imhoigage Interest you paid. acquisition or abadovnent d seared property, cancellation d debt. Cr oaretreutons you made to an IPA Use Form W-9 only it you are a US. person (nckx ng a residers sift to provide yaw correct TN to ate person requesoNg a (ore requests) and. when applicable, to: 1. Curtsy Thar the TIN you are g.vM is correct W you we welting for a number to be issued). 2. Gaudy 9%9 you we not si to backup WaYroldin or 3. Claim exemption horn backup vW*wift K you are a U.S. exempt Payee. it applicable you are also cwbfyig that as a U.S. person, your able share d any partnership aroomne from a U.S. trade or bummass is not sublect to the wkbhok" mat on kMJV partners. Share of ed%Cbftly awnrrooled 9WOMs. Maft If a fecluest r goes you a tarts Over than Form W-9 to request Your TIM, you mist use to requester-9 farm if it is substantially simaai to this Form W-9. no" P. Dewdlion of a U.S. Pherson. For federal tax purposes, you are considered a U.S. person a you are: • An extividual who is a U.S. dtimn or U.S. residers Wish. • A parinaalvp, owporabon. company, or association Created or organized in the United Stan or under the laws of it* United States. • An estate (deter tam a foreign estate►, or • A domestic trust (as defined in Regulations section 301.7701 -7). Special rake for partnerships. Pa t nerahlps tat conduct a trade or business in ale United States are generally required to pay a withhobWq tau on any fineigc partners' share of kncerme from welt business. Fardtw, an certain cases where a Form W-9 has not been received. a parftws p is required to presume that a partner Is a let so person. and pay the w*dxkft teat T setetore, if you we a US. person Out is a patter in a PAP conduchrV a bade or business in the United States. provide Form W-9 to the partnership to eeta1 eln yam U.S. stalls and asold wiadoldb on your stared {mtners" nnoone. The parson who gives Form W-9 to sire partnership for purposes of esatlutig as U.S. state and avackno witeeldl g on its albratle share of not kroame from the partnership rwnducarg a trade or bushese in the United Slates is In the follovttg cocoa: a The U.S. owner of a dwegarded entity and not the Dally. Our. NO innix Pam W-9 flew. 10-2007) LANDRUM & BROWN, INCORPORATED RESOLUTION SEPTEMBER 4, 2009 ResoNed, that Mr. Vince Mestre and Mr. Fred Greve, Managing Directors of the Corporation, are hereby given the authority to execute contacts for noise control studies, air resources engineering, studies for development projects, and air, rase, and greenhouse gas studies for erwonmental assessments up to fifty thousand dollars ($50,000) of behalf of the Corporation, including any related forms, transmittals, affidavits, disclosures, or other documents related to said contracts. The undersigned has set his hand this 4h day of Septet 2009. z 0�e- Dennis E. Peters Secretary ►,' „ '1 Mestre Greve Associates HOURLY RATE SCHEDULE MESTRE GREVE ASSOCIATES DIVISION OF LANDRUM & BROWN, INC. Effective July 1, 2009 to July 1, 2011 510 OFFICER $225.00 520 MANAGING DIRECTOR $180.00 540 PROJECT MANAGER $160.00 550 SR. CONSULTANT $90.00 560 CONSULTANT $75.00 570 ANALYST $65.00 575 ANALYST -INT $80.00 580 PROJECT ADMINISTRATOR $80.00 590 ADMIN ASSISTANT $70.00 595 CORPORATE SUPPORT $80.00 27812 El Lazo Road • Laguna Niguel, CA 92677 • (949) 949 -0671 • Fax (949) 349 -0679