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
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LANDRUM & BROWN, INC. OPERATING THROUGH
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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.
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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.
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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.
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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
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Special rake for partnerships. Pa t nerahlps tat conduct a
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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
►,' „
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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