HomeMy WebLinkAboutC-5025 - PSA for Development Review Transportation Planning Servicesn
V AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT WITH
RBF CONSULTING FOR
DEVELOPMENT REVIEW TRANSPORTATION PLANNING SERVICES
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
( "Amendment No. One "), is entered into as of this Xi day of Mig"L012, by and
between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "),
and RBF CONSULTING a California corporation whose address is 14725 Alton
Parkway, Irvine, California 92618 ( "Consultant'), and is made with reference to the
following:
RECITALS:
A. On January 26, 2012, City and Consultant entered into a Professional Services
Agreement ( "Agreement') for Development Review Transportation Planning
Services for Newport Banning Ranch ( "Project').
B. City desires to enter into this Amendment No. One to extend the term of the
Agreement to December 31, 2012.
C. City and Consultant mutually desire to amend the Agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
Section 1 of the Agreement, shall be amended in its entirety and replaced with the
following: The term of the Agreement shall commence on January 26, 2012 and shall
terminate on December 31, 2012, unless terminated earlier as provided for in the
Agreement.
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants set forth
in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
ONE on the dates written below.
APPROVED AS TO FORM:
CITY ATT N Y'S OFFICE
Date:
By: 2A,VV
Aaron C. Harp
City Attorney �'ZS
ATTES
Date: /
By,:
Leila�na . PBown
City Clerk
Attachments:
document2 11.29.11
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: (P115
By: e--1
Dave KO
City Manager
CONSULTANT: RBF CONSULTING, a
California corporation
Date:
E-xeewtWe Vi--- ' t
Date: /z� F7 k9
By:
Michael V. za
Vice President of Finance
[END OF SIGNATURES]
Exhibit A — Term extension request
RBF CONSULTING Page 2
akeg
May 17, 2012
Mr. Patrick Alford
Planning Manager
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA 92663
Subject: Banning Ranch Contract -Term Extension (Contract 5025)
Dear Patrick,
Exhibit "A"
JN 10- 106659
This letter is submitted at your direction to request that the Term of our existing Professional Services
Agreement (PSA) be extended beyond the currently established date of June 30, 2012. With the intent
of this term extension being to provide transportation support services through the public hearing
process, but with that date subject to an extended schedule, it is requested that the term of this PSA be
extended to December 31, 2012.
The primary services to be provided during this term extension relate to the provision of support during
the public hearing process and participation in the public hearing process (referenced as items 2 and 4
of the efforts listed in our November 30, 2011 letter requesting the subject PSA). It is acknowledged that
the currently established fee limit is not being modified in conjunction with this term extension, but
could be required later should additional efforts become necessary.
Thank you for the opportunity to continue to participate in this interesting and challenging project.
Should you have any questions or require further information, please call (949) 855 -5744.
Very truly,
Mike En son
Senior A� °ociate
Cc: Tony Brine - City of Newport Beach
Debby Linn - Linn & Associates
H: \pdata\ 10106659 \Admin \Contract \P_Alford - Newport Beach-Contract-Term Extension Letter 05.17.2012.doa
PLANNING p DESIGN a CONSTRUCTION
14725 Aton Par::rny, Iwao. CA 926152027 0 P.O. Box 57057. Irene. CA 92619-7057 0 949.472.3505 o Fax 949.472.8373
Offices Ixaied tN=ghout CAlornia, Adzora & F:eveda a .•avw.RBF.com
PROFESSIONAL SERVICES AGREEMENT WITH
RBF CONSULTING FOR
DEVELOPMENT REVIEW TRANSPORTATION PLANNING SERVICES
N THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement') is made
and entered into as of this day of f VIU6tVy ., 2012 by and between the CITY OF
NEWPORT BEACH, a California Municipal Corporation ( "City "), and RBF
v CONSULTING ( "Consultant'), a California corporation whose address is 14725 Alton
Parkway, Irvine, California 92618 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 is considering an application for the development of the Newport Banning
Ranch Project.
C. City desires to engage Consultant for Development Review Transportation
Planning Services in accordance with the California Environmental Quality Act
( °CEQA ") ( "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 Mike
Erickson.
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 June 30, 2012 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Consultant acknowledge that the above Recitals are true and correct and are
hereby incorporated by reference. Consultant shall diligently perform all the services
described in the Scope of Services attached hereto as Exhibit A and incorporated
herein by reference ( "Work" or "Services "). The City may elect to delete certain tasks of
the Scope of Services at its sole discretion.
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.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Eighty -Two
Thousand Dollars and no /100 ($82,000.00) without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without
the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
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.
4.3 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:
4.3.1 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.
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4.3.2 Approved reproduction charges.
4.3.3 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.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
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 Mike Erickson to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Community Development Department.
Patrick Alford, Planning Manager 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 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 orfacilities to be rehabilitated.
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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, 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
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 its principals, officers, agents, employees, vendors, suppliers,
subconsultants, subcontractors, anyone employed directly or indirectly by any of them
or for whose acts they may be liable or any or all of them.
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole 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.
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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.
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.
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
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
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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 proposal.
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
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.
14.4.1.1 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.
14.4.1.2 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.
14.8.1 The policies are to contain, or be endorsed to contain, the following
provisions:
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14.8.1.1 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.
14.8.1.2 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.
14.8.1.3 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 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.
14.8.1.4 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.
14.9 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.
14.10 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
City and Consultant agree that subconsultants may be used to complete the Work
outlined in the Scope of Services. The subconsultants authorized by City to perform
Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to
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City for all acts and omissions of the subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. The City is an
intended beneficiary of any Work performed by the subcontractor for purposes of
establishing a duty of care between the subcontractor and the City. Except as
specifically authorized herein, the Services to be provided under this Agreement shall
not be otherwise assigned, transferred, contracted or subcontracted out without the
prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (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.
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 the City's latest adopted version of
Microsoft Word, Excel or portable document format (.pdf).
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
25.1 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.
25.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
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City for any and all claims for damages resulting from Consultant's violation of this
Section.
26. NOTICES
26.1 All notices, demands, requests or approvals 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: Patrick Alford, Planning Manager
Community Development Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949 - 644 -3235
Fax: 949 - 644 -3229
26.2 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attention: Mike Erickson, P. E.
RBF CONSULTING
14725 Alton Parkway
P.O. Box 57057
Irvine, California, 92618 -2027
Phone: 949 - 472 -3505
Fax: 949 - 472 -8373
27. CLAIMS
The Consultant and the City expressly agree that in addition to any claims filing
requirements set forth in this Agreement, 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
28.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
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party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
28.2 Notwithstanding the above provisions, City shall have the right, at its sole
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. STANDARD PROVISIONS
29.1 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, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
29.2 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.
29.3 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.
29.4 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.
29.5 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.
29.6 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.
29.7 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.
RBF CONSULTING Page 11
29.8 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.
29.9 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.
29.10 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.
29.11 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]
RBF CONSULTING Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: j?'/?/11
ABy:
aro arp
City Attorney \�Q�
ATTEST:
Date: `Iv
By: CWNVU 1 l�-
Leilani I. Brown
City Clerk
Attachments
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: t21 411�\\
By: ��\- � L Lm �
Dave,Kjiff
City Manager
CONSULTANT: RBF CONSULTING, a
California corporation
Date: January 23, 2012
By:4 &We
ttichael J. Burke
Executive Vice President
Date: January 23, 2012
By: / /
N #Uhdti?1'�/. Valenza
Vice President of Finance
[END OF SIGNATURES]
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
RBF CONSULTING Page 13
CONSULTING
A Company
November 30, 2011
Mr. Patrick Alford
Planning Manager
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA 92663
Subject: Banning Ranch Contract Request
Dear Patrick:
"Exhibit A"
IIM1a[111141 S::
This letter is submitted to request a new Professional Services Agreement to provide Development
O o.do...
Tiriounirn.Nvnritn+i,n Dlninn nfnr fho n rnnncor Ronrh Drnior+ Tho ciihin.+
wuv.i iw.ui .. .nn.. b...... vJ. ,, — t w tact
is proposed to be established on a time and materials basis as has been the case for prior services on
this project. The services provided under this contract would be provided on an as- needed basis as
directed by you and Tony Brine, the City Traffic Engineer.
Based on the direction that this contract be based on providing services through City Council action on
the proposed project, which is projected to occur by the end of April 2012, it is recommended that the
current maximum contract amount be established at $82,000. This recommended budget is projected
to cover efforts from September through April 30, 2012. This contract is budgeted based on the
assumption that efforts necessary over the anticipated seven month period would be the same as the
average monthly cost budgeted for the previous Contract for this project (an average of 60 hours per
month).
The services provided under this Agreement will focus on transportation planning and development
review support as the proposed project goes through the City's public review process. During this
period of time, the efforts are anticipated to focus on: 1) development of Responses to Comments
received regarding the Project's EIR, 2) preparation of Staff Reports and Presentations in support of the
public hearing process, 3) participation in the public hearing process and 4) facilitating processing of the
initial stages of amending the OCTA's Master Plan of Arterial Highways.
Administration of the contract is proposed to remain the same as had been under our previous contract
for this Project, with billing to be done monthly on a time and materials basis using the hourly rates
listed on the attached Schedule, with my time billed at the Project Manager rate.
PLANNING p DESIGN O CON STRU CTI 0
14725 Alton Parkway, Irvine, CA 92618 -2027 a P.O. Box 57057, Irvine, CA 92619 -7057 a 949.472.3505 a Fax 949.472.8373
Offices located throughout California, Arizona & Nevada o www.R8Fcem
mme000 re.wea oso�
Mr. Patrick Alford, City of Newport Beach
November 30, 2011
Page 2
Thank you for the opportunity to continue to participate in this interesting and challenging project.
Should you have any questions or require further information, please call (949) 855 -5744.
Cc: Tony Brine — City of Newport Beach
Debby Linn — Linn & Associates
H: \pdata\ 10106659 \Admin \Contract \Contract Request 11.30.2011.pdf
fWF
CONSULTING
"Exhibit 13"
WF
CONSULTING
aajjer Company
HOURLY RATE SCHEDULE
For the 2011/2012 Banning Ranch Professional Services Agreement
OFFICE PERSONNEL
$/ Hr.
SeniorPrincipal .................................................................................................
............................... $245.00
Principal..............................................................................................................
............................... 225.00
ProjectDirector ...................................................................................................
............................... 220.00
ProgramManager ...................................................................... ...............................
.........................215.00
SeniorProject Manager .............................................................. ...............................
.........................200.00
ProjectManager ..................................................................................................
............................... 195.00
StructuralEngineer .................................................................... ...............................
.........................195.00
TechnicalManager ..............................................................................................
............................... 180.00
SeniorEngineer ..................................................................................................
............................... 163.00
SeniorPlanner ........................................................................... ...............................
.........................163.00
ElectricalEngineer ..................................................................... ...............................
.........................156.00
LandscapeArchitect ............................................................................................
............................... 150.00
SeniorGIS Analyst ..................................................................... ...............................
.........................150.00
ProjectEngineer ........................................................................ ...............................
.........................148.00
ProjectPlanner ...................................................................................................
............................... 148.00
Environmental Specialist ............................................................ ...............................
.........................138.00
Design Engineer /Senior Designer/ Mapper ................................... ...............................
.........................135.00
GISAnalyst ................................................................................ ...............................
......................... 122.00
Designer /Planner ....................................................................... ...............................
.........................118.00
ProjectCoordinator .................................................................... ...............................
.........................110.00
GraphicArtist .............................................................................. ...............................
..........................97.00
Environmental Analyst/Staff Planner ............................................ ...............................
..........................97.00
DesignTechnician ....................................................................... ...............................
..........................97.00
Assistant Engineer / Planner .......................................................... ...............................
..........................93.00
PermitProcessor ........................................................................ ...............................
..........................83.00
Engineering Aid /Planning Aid ...................................................... ...............................
..........................75.00
OfficeSupporU Clerical ................................................................ ...............................
..........................63.00
2- Person Survey Crew ......................................................................................
............................... $245.00
1- Person Survey Crew ........................................................................................
............................... 165.00
LicensedSurveyor .....................................................................
............................... .........................175.00
FieldSupervisor .........................................................................
............................... ......................... 172.00
CONSTRUCTION MANAGEMENT PERSONNEL
ConstructionManager ............................................................... ...............................
........................$185.00
Resident Engineer /Project Manager ............................................ ...............................
.........................154.00
Senior Construction Inspector. ............................................................................................................
123.00
Construction Inspector ................................................................ ...............................
.........................118.00
FieldOffice Engineer .................................................................. ...............................
.........................110.00
Construction Technician .............................................................. ...............................
..........................95.00
Note:
Blueprinting, reproduction, messenger service and other direct expenses will be charged as an additional cost plus 15%. A Sub- consultant
Management Fee of fifteen- percent (15 %) will be added to the direct cost of all sub - consultant services to provide for the cost of administration, sub -
consultant consultation and insurance. Vehicle mileage will be charged as an additional cost at 0.60 per mile.
Prepared for Banning Ranch Professional services Agreement