HomeMy WebLinkAboutC-5031 - On-Call PSA for Traffic Engineering ServicesON -CALL PROFESSIONAL SERVICES AGREEMENT WITH
STANTEC CONSULTING SERVICES, INC.FOR
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THIS ON -CALL PROFESSIONAL S� RVI�', EE�V(EN Y ( "Agreement ") is
made and entered into as of this �"jr� da of r�2ti'a b and between the
CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and
STANTEC CONSULTING SERVICES, INC., a New York Corporation whose address is
19 Technology Drive, Suite 200, Irvine, CA 92618 ( "Consultant "), and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City has a need for on -call assistance for traffic engineering services .
C. City desires to engage Consultant to perform on -call traffic engineering services
throughout the City on an as need basis ( "Project ").
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project shall be Joe Foust.
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 December 31, 2013, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Consultant shall provide "On -Call" traffic engineering services as
described in the Scope of Services attached hereto as Exhibit A and incorporated
herein by reference ( "Services "). Upon verbal or written request from the Project
Administrator (as defined below in Section 6), Consultant shall provide a letter proposal
for Services requested by the City (hereinafter referred to as the "Letter Proposal "). The
Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if available;
and
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Consultant
shall diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and 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.
3.1.1 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.
3.2 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.
3.3 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to-
exceed basis, in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
4.2 No rate changes shall be made during the term of this Agreement without
the prior written approval of the City. Consultant's compensation for Services
performed in accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as
approved by the Project Administrator. Total compensation paid to Consultant during
STANTEC CONSULTING SERVICES, INC. Page 2
the term of this Agreement shall not exceed One Hundred Twenty Thousand Dollars
and 00/100 ($120,000.00) without written amendment to the Agreement.
4.2.1 Consultant shall submit monthly invoices to City describing the
work performed the preceding month. Consultant's bills shall include the name of the
person and /or classification of employee who performed the work, a brief description of
the Services performed and /or the specific task in the letter proposal to which it relates,
the date the Services were performed, the number of hours spent on all work billed on
an hourly basis, and a description of any reimbursable expenditures. City shall pay
Consultant no later than thirty (30) days after approval of the monthly invoice by City
staff.
4.2.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in the Letter Proposal. Unless otherwise approved, such costs
shall be limited and include nothing more than the following costs incurred by
Consultant:
4.2.2.1 The actual costs of subconsultants for performance of
any of the Services that Consultant agrees to render pursuant to this Agreement and
the Letter Proposal, which have been approved in advance by City and awarded in
accordance with this Agreement.
4.2.2.2 Approved reproduction charges.
4.2.2.3 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.
4.2.3 Consultant shall not receive any compensation for Extra Work
without the prior written authorization of City. As used herein, "Extra Work" means any
work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Letter Proposal and which the parties did not
reasonably anticipate would be necessary. Compensation for any authorized Extra
Work shall be paid in accordance with the Schedule of Billing Rates set forth in Exhibit
B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Joe Foust, Principal to be
its Project Manager. Consultant shall not remove or reassign the Project Manager or
any personnel listed in Exhibit A or assign any new or replacement personnel to the
Project without the prior written consent of City. City's approval shall not be
unreasonably withheld with respect to the removal or assignment of non -key personnel.
STANTEC CONSULTING SERVICES, INC. Page 3
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the City's Public Works Department. Antony
Brine, City Traffic Engineer, or his designee, shall be the Project Administrator and
shall have the authority to act for City under this Agreement. The Project Administrator
or an authorized representative shall represent City in all matters pertaining to the
Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
7.1 In order to assist Consultant in the execution of its responsibilities under
this Agreement, City agrees to, where applicable:
7.1.1 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.
7.1.2 Provide usable life of facilities criteria and information with regards
to new facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional
standards. All Services shall be performed by qualified and experienced personnel who
are not employed by City, nor have any contractual relationship with City. By delivery of
completed work, Consultant certifies that the work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the professional standard
of care.
8.2 Consultant represents and warrants to City that it has or shall obtain all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that are
legally required of Consultant to practice its profession. Consultant further represents
and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or
obtain at all times during the term of this Agreement, any and all licenses, permits,
insurance and other approvals that are legally required of Consultant to practice its
profession. Consultant shall maintain a City of Newport Beach business license during
the term of this Agreement.
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,
STANTEC CONSULTING SERVICES, INC. Page 4
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
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties) from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the
Consultant or the acts or omissions of its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable or any or all of them.
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence, active negligence or willful misconduct of the Indemnified Parties.
Nothing in this indemnity shall be construed as authorizing any award of attorney's fees
in any action on or to enforce the terms of this Agreement. This indemnity shall apply to
all claims and liability regardless of whether any insurance policies are applicable. The
policy limits do not act as a limitation upon the amount of indemnification to be provided
by the Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis and
Consultant is not an agent or employee of City. The manner and means of conducting
the work are under the control of Consultant, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Consultant or any of Consultant's
employees or agents, to be the agents or employees of City. Consultant shall have the
responsibility for and control over the means of performing the work, provided that
Consultant is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Consultant as to the details of
the performance or to exercise a measure of control over Consultant shall mean only
that Consultant shall follow the desires of City with respect to the results of the Services.
ii K Z 7d21 :7_lk d 161..
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.
STANTEC CONSULTING SERVICES, INC. Page 5
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and /or his /her duly
authorized designee informed on a regular basis regarding the status and progress of
the work, activities performed and planned, and any meetings that have been scheduled
or are desired.
14.1 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.
14.2 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.
14.2.1 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.
14.3 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
14.4 Coverage Requirements.
14.4.1 Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least one million dollars ($1,000,000)) for Consultant's employees in
accordance with the laws of the State of California, Section 3700 of the Labor Code In
STANTEC CONSULTING SERVICES, INC. Page 6
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.
14.4.2 Any notice of cancellation or non - renewal of all Workers'
Compensation policies must be received by City at least thirty (30) calendar days (ten
(10) calendar days written notice of non - payment of premium) prior to such change.
14.4.3 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.
14.5 General Liability Coverage. Consultant shall maintain commercial general
liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
14.6 Automobile Liability Coverage. Consultant shall maintain automobile
insurance covering bodily injury and property damage for all activities of the Consultant
arising out of or in connection with Work to be performed under this Agreement,
including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit for each accident.
14.7 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 one million dollars
($1,000,000) limit per claim and in the aggregate.
14.8 Other Insurance Provisions or Requirements. The policies are to contain,
or be endorsed to contain, the following provisions:
14.8.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive 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.
14.8.2 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.
14.8.3 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
STANTEC CONSULTING SERVICES, INC. Page 7
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.
14.8.4 Notice of Cancellation. Consultant agrees to oblige its insurance
agent or broker and insurers to provide to City with thirty (30) days notice of cancellation
(except for nonpayment for which ten (10) days notice is required) or nonrenewal of
coverage for each required coverage.
14.8.5 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.
14.8.6 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.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of Consultant.
Assignments of any or all rights, duties or obligations of the Consultant under this
Agreement will be permitted only with the express written consent of City. Consultant
shall not subcontract any portion of the work to be performed under this Agreement
without the written authorization of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents "), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon written request.
STANTEC CONSULTING SERVICES, INC. Page 8
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed documents for
other projects and any use of incomplete documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in formats compatible with Microsoft
Office and /or viewable with Adobe Acrobat. CADD data delivered to City shall include
the professional stamp of the engineer or architect in charge of or responsible for the
work. City agrees that Consultant shall not be liable for claims, liabilities or losses
arising out of, or connected with (a) the modification or misuse by City, or anyone
authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD
data due to inappropriate storage conditions or duration; or (c) any use by City, or
anyone authorized by City, of CADD data for additions to this Project, for the completion
of this Project by others, or for any other Project, excepting only such use as is
authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to
indemnify Consultant for damages and liability resulting from the modification or misuse
of such CADD data. All original drawings shall be submitted to City in the version of
AutoCAD used by City in ".dwg" file format on a CD, and should comply with the City's
digital submission requirements for Improvement Plans. The City will provide AutoCAD
file of City Title Sheets.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes the release of information.
20. OPINION OF COST
Any opinion of the construction cost prepared by Consultant represents his judgment as
a design professional and is supplied for the general guidance of City. Since Consultant
has no control over the cost of labor and material, or over competitive bidding or market
conditions, Consultant does not guarantee the accuracy of such opinions as compared
to contractor bids or actual cost to City.
21. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers, representatives and
employees against liability, including costs, for infringement of any United States' letters
STANTEC CONSULTING SERVICES, INC. Page 9
patent, trademark, or copyright infringement, including costs, contained in Consultant's
drawings and specifications provided under this Agreement.
22. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Consultant to this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City to examine, audit and make transcripts or copies of such records
during regular business hours. Consultant shall allow inspection of all work, data,
documents, proceedings and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
23. VVITHHOLDINGS
City may withhold payment of any disputed sums until satisfaction of the dispute with
respect to such payment. Such withholding shall not be deemed to constitute a failure
to pay according to the terms of this Agreement. Consultant shall not discontinue work
as a result of such withholding. Consultant shall have an immediate right to appeal to
the City Manager or his designee with respect to such disputed sums. Consultant shall
be entitled to receive interest on any withheld sums at the rate of return that City earned
on its investments during the time period, from the date of withholding of any amounts
found to have been improperly withheld.
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In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the work accomplished by
Consultant, the additional design, construction and /or restoration expense shall be
borne by Consultant. Nothing in this paragraph is intended to limit City's rights under
any other sections of this Agreement.
25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
26. CONFLICTS OF INTEREST
The Consultant or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any
financial interest that may foreseeably be materially affected by the work performed
STANTEC CONSULTING SERVICES, INC. Page 10
under this Agreement, and (2) prohibits such persons from making, or participating in
making, decisions that will foreseeably financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to
do so constitutes a material breach and is grounds for termination of this Agreement by
City. Consultant shall indemnify and hold harmless City for any and all claims for
damages resulting from Consultant's violation of this Section.
27. NOTICES
27.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Consultant to City shall be addressed to
City at:
Antony Brine, City Traffic Engineer
Public Works Department
City of Newport Beach
PO Box 1768
3300 Newport Boulevard
Newport Beach, CA 92658 -8915
Phone: (949) 644 -3329
Fax: (949) 644 -3318
27.2 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Joe Foust, Principal
STANTEC CONSULTING SERVICES, INC.
19 Technology Drive, Suite 200
Irvine, CA 92618
Phone: (949) 923 -6000
Fax: (949) 923 -6121
28. TERMINATION
28.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, the non - defaulting party may terminate the Agreement forthwith by giving
to the defaulting party written notice thereof.
STANTEC CONSULTING SERVICES, INC. Page 11
28.2 Notwithstanding the above provision, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving seven
(7) calendar days' prior written notice to Consultant. In the event of termination under
this Section, City shall pay Consultant for Services satisfactorily performed and costs
incurred up to the effective date of termination for which Consultant has not been
previously paid. On the effective date of termination, Consultant shall deliver to City all
reports and other information developed or accumulated in the performance of this
Agreement, whether in draft or final form.
29. CLAIMS
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.).
30. STANDARD PROVISIONS
30.1 Compliance with all Laws. Consultant shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all work prepared by Consultant shall conform to applicable City,
county, state and federal laws, regulations and permit requirements and be subject to
approval of the Project Administrator and City.
30.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
30.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the Parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
30.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
30.5 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
30.6 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.
STANTEC CONSULTING SERVICES, INC. Page 12
30.7 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
30.8 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.
30.9 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.
30.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
30.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
STANTEC CONSULTING SERVICES, INC.. Page 13
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
City Attorney
ATTEST: �� I
Date:
By: aak
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: 12)- r s `'totN
By: � &- ✓
Dave Kiff
City Manager
CONSULTANT: STANTEC
CONSULTING SERVICES, INC., a
California Corporation
Date: 2 / -7 / ! L
By:
Douglas J. Johnsgn
Vice President
By: "14
Jennifer h dison
Secretary
[END OF SIGNATURES]
ATTACHMENTS: EXHIBIT A — SCOPE OF SERVICES
EXHIBIT B — SCHEDULE OF BILLING RATES
STANTEC CONSULTING SERVICES, INC. Page 14
EXHIBIT A
SERVICES PROVIDED
Stantec provides a vast array of services, and numerous traffic engineering services. The services most likely to
be of use to the City include:
Transportation Planning:
Traffic Phasing Ordinance (TPO) Planning
Long Term Transportation Planning
Circulation Analysis
EIR Analysis
o Transit
Public /Private School Traffic Studies
Bicycle /Pedestrian Planning
Traffic Engineering:
Traffic Signal Coordination and Timing Optimization
Work Area Traffic Control Plan
Traffic Signal Design and Modifications
Signing and Striping
Pedestrian and Bicycle Engineering
Access Management and Permits
HOT Lanes, Express Lanes, and Managed Lanes
Intelligent Transportation Systems
L' III 1
Stantec
^ Safety Reviews /Audits
Toll Facilities
IN
o Traffic Calming I<
Traffic Impact Assessments n
M
a Traffic Management During Construction
n
Parking:
Parking Demand Studies
c Parking Facility Management
Parking Facility Planning and Design
Parking Facility Rehabilitation
Additional services that Slontec offers, which aren't usually directly related to traffic engineering staff, but may be
applicable, include:
Architecture
Assessments, Permitting, and Compliance
a Automation and Information Management
Construction Support Services
a Electrical Engineering
Geotechnical Engineering
Health and Safety
Industrial Process Engineering
Landscape Architecture
Mechanical Engineering
Performance Engineering
Remedial Investigations and Assessments
Site Management and Remedialion
Structural Engineering
Surveys /Geomatics
F Sustainable Development
Waste Management
E Woter /Wastewater Treatment
Stantec
EA
Fee Schedule
Stantec
0 NN-
"try-level position
1
$49
a Works under the supervision of a senior professional
2
$56
- Recent graduate from an appropriate post- secondary program or equivalent
a Generally, less (ban four years experience
Junior -level position
3
$62
o Independently carries out assignments of limited scope using standard procedures, methods and techniques
_. 4
$69
o Assists senior staff in carrying out more advanced procedures
5
$76
a Completed work is reviewed for feasibility and soundness of judgment
o Graduate from an appropriate post- secondary program or equivalent
o Generally, four years work experience
Fully qualified professional position
6
$83
o Carries out assignments requiring general familiarity within a broad field of the respective profession
7
$91
o Makes decisions by using a combination of standard methods and techniques
8
$100
o Actively participates in planning to ensure the achievement of objectives
Works independently to interpret information and resolve difficulties
Graduate from an appropriate post- secondary program, with credentials or equivalent
Generally, six years experience
First level supervisor or first complete level of specialization
9
$108
- Provides applied professional knowledge and Initiative in planning and coordinating work programs
70
$118
o Adapts established guidelines as necessary to address unusual issues
11
$128
a Decisions accepted as technically accurate, however may on occasion be reviewed for soundness of judgment
o Graduate from an appropriate post - secondary program, with credentials or equivalent
e Generally, nine years experience
Highly - specialized technical professional or supervisor of groups of professionals
12
$140
o Provides multidiscipline knowledge to deliver innovative solutions in related field of expertise
13
$152
o Participates in short and long range planning to ensure the achievement of objectives
14
$164
a Makes responsible decisions on all matters, including policy recommendations, work methods, and financial controls
associated with large expenditures
Reviews and evaluates technical work
Graduate from an appropriate post- secondary program, with credentials or equivalent
Generally, ten years experience with extensive, broad experience
Senior level consultant or management function
15
$174
o Recognized as an authority in a specific field with qualifications of significant value
16
$186
a Provides multidiscipline knowledge to deliver Innovative solutions in related field of expertise
17
$215
> Independently conceives programs and problems for investigation
o Participates in discussions to ensure the achievement of program and /or project objectives
Makes responsible decisions on expenditures, including large sums or implementation of major programs and /or
projects
Graduate from an appropriate post - secondary program, with credentials or equivalent
Generally, fifteen years experience with extensive professional and management experience
i
oSfor level management position under review by Vice President or higher
18
$252
- Recognized as an authority in a specific field with qualifications of significant value
19
$352
o Responsible for long range planning within a specific area of practice or region
Makes decisions which are far reaching and limited only by objectives and policies of the organization
Planslapproves projects requiring significant human resources or capital investment
Graduate from an appropriate post - secondary program, with credentials or equivalent
e Generally, fifteen ears experience with extensive professional and management experience
Stantec