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HomeMy WebLinkAboutCC AG PKT 2012-02-27 #KSUMMARY OF REQUEST: AGENDA STAFF REPORT DATE: February 27, 2012 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Sean P. Crumby, Assistant City Manager /Public Works SUBJECT: AWARD TWO (2) PROFESSIONAL SERVICES AGREEMENTS FOR REVIEW AND COMMENT TO ENVIRONMENTAL IMPACT REPORT FOR 1-405 WIDENING That the City Council award professional services agreements for review and comment to the EIR for proposed 1 -405 widening: 1. Adopt Resolution No. 6220 approving a Professional Services Agreement with WG Zimmerman Engineering for $20,000; and 2. Adopt Resolution No. 6221 approving a Professional Services Agreement with Environmental Impact Sciences (EIS) for $20,000. BACKGROUND AND ANALYSIS: The Orange County Transportation Authority (OCTA) is planning to widen the 1- 405 Freeway between SR73 and the 1 -605 Freeway. This project is currently in the planning stages and is planned to begin construction following completion of the West County Connectors project that is currently in construction. Currently OCTA is near completion with preparation of an Environmental Impact Report/ Environmental Impact Statement (EIR /EIS). This report is being prepared to comply with requirements from the California Environmental Quality Act (CEQA). The project has three alternatives that have been discussed. The alternatives are briefly outlined as follows: Alternative 1: Add One General Purpose Lane in Each Direction • Adds a single general purpose lane in each direction of the 1 -405 freeway from Euclid Street to the 1 -605 interchange; and • Interchange improvements within the project limits Agenda Item K Build Alternative 2: Add Two General Purpose Lanes in Each Direction • Adds two general purpose lanes in each direction of the 1 -405 freeway from Euclid Street to the 1 -605 interchange; and • Interchange improvements within the project limits Build Alternative 3: Express Facility Alternative • Adds one toll lane to the existing carpool lane that will be managed together (Federal Highway Administration tolling authority required); • Adds a single general purpose lane in each direction of the 1 -405 freeway from Euclid Street to the 1 -605 interchange; and • Interchange improvements within the project limits AU three alternatives have environmental impacts that will be addressed within the (EIR /EIS). The EIR /EIS is scheduled to be released for review in April 2012. Once the EIR /EIS is released,- the public has 45 days to comment on the document. This professional services agreement provides the City of Seal Beach with expertise to review the EIR /EIS document and prepare a response. In 2001 OCTA released a similar EIR /EIS document to widen the 1-405 freeway. The City of Seal Beach hired WG Zimmerman and Environmental Impact Services at that time to comment on the EIR /EIS. The City was successful in mitigating impacts that were of concern to residents in a 112 page response letter to OCTA. The large concern for that project included acquiring right of way that would have removed six (6) houses in College Park East. The team of consultants used in 2001 has extensive expertise in responding to EIR /EIS reports. Additionally, they are uniquely knowledgeable of Seal Beach having previously provided similar service. Utilizing the same team of consultants will position the City of Seal Beach to provide the best response to this document. Included into the scope for WG Zimmerman Engineering is preparing alternative alignments that eliminate CalTrans and OCTA's planned intrusion into College Park East. A brief description of the two firms is as follows: WG Zimmerman Engineering WG Zimmerman is a Civil Engineering Transportation firm that has been servicing Orange County for over 20 years. Since the firm's inception, W.G. Zimmerman Engineering, Inc. has successfully provided: traffic /transportation, water and wastewater engineering services as well as transportation planning, traffic impact and environmental reviews, and traffic signal coordination for local agencies throughout Southern California. The principal, Mr. William Zimmerman, will personally be working on this project. Environmental Impact Sciences Environmental Impact Sciences is an Environmental firm specializing in the CEQA process. Environmental Impact Services has prepared responses for numerous agencies on a variety' of large scale projects similar in magnitude to the 1 -405 widening project. The principal, Mr. Peter Lewandowski, will personally be working on this project. Page 2 ENVIRONMENTAL IMPACT: There is no Environmental Impact related to this item. LEGAL ANALYSIS: The City Attorney has reviewed and approved as to form. FINANCIAL IMPACT: In the approved FY2011 -12 Budget, $347,000 was initially budgeted for Lampson Avenue Median Construction from the City's General Fund. These funds were budgeted from the General Fund to be used as a matching contribution to a $500,000 grant to construction medians in Lampson Avenue. The Lampson Avenue Median project was cancelled by the City Council on September 26, 2011. The City Council provided direction to bring back a smaller project in the spring of 2012. A total of $40,000 will be designated from the General Fund Reserve (Streets) and Traffic /Development Impact Fee Reserve for Environmental Impact Sciences and WG Zimmerman Engineering agreements. RECOMMENDATION: It is recommended that the City Council: 1. Adopt Resolution No. 6220 approving a Professional Services Agreement with WG Zimmerman Engineering for $20,000; and 2. Adopt Resolution No. 6221 approving a Professional Services Agreement with Environmental Impact Sciences (EIS) for $20,000. SUBMITTED BY: NOTED AND APPROVED: Sean P. Crumby Assistant City Manager /' ublic Works Prepared by: Michael Ho, City Engineer Attachments: A. Resolution No. 6220— Zimmerman B. Contract Agreement C. Resolution No. 6221 — EIS D. Contract Agreement Page 3 . Ingram, Cit nager ATTACHMENT "A" WG Zimmerman Engineering RESOLUTION NUMBER 6220 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH W.G. ZIMMERMAN ENGINEERING, INC. FOR THE 1-405 ENVIRONMENTAL REVIEW THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves a professional services agreement (Agreement) between the City of Seal Beach and W.G. Zimmerman Engineering, Inc. for the City's 1-405 Environmental Review in the amount of $20,000. Section 2. The City Council hereby authorizes the City Manager to execute the Agreement. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 27th day of February , 2012 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members ATTEST: City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6220 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular meeting held on the 27th day of February , 2012. City Clerk Mayor S7296- 0001 \1236808v1.doc PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & W.G. Zimmerman Engineering, Inc. 5772 Bolsa Avenue, Suite 200 Huntington Beach, CA 92647 714 799 -1700 Phone 714 799 -1701 Fax This Professional Service Agreement ( "the Agreement ") is made as of February 27, 2012 (the "Effective Date "), by and between W.G. Zimmerman Engineering, Inc. ( "Consultant "), a Consulting Engineering Company, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. 1.0 Scope of Services AGREEMENT 1.1. Contractor shall provide services to support the City of Seal Beach with response to 1 -405 Widening Environmental Impact Report/Environmental Impact Study in accordance with the proposal dated January 26, 2012 attached hereto as Exhibit A. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the scope of services in exhibit A unless the City authorizes such work in advance and in writing. The City Manager may authorize payment for additional work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 1 year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule included in Exhibit A but in no event will the City pay more than $20,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule. S7296 -0001 \1236808v1. doc 2 of 9 4.0 Method of Payment 4.1 Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2 Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Bill Zimmerman is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: S7296- 0001112368080 .doc 3 of 9 To City: 8.0 Independent Contractor 9.0 Subcontractors S7296- 0001 \1236808v1.doc To Consultant: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager W.G. Zimmerman Engineering, Inc. 5772 Bolsa Avenue, Suite 200 Huntington Beach, CA 92649 Attn: Bill Zimmerman 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all time be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 4 of 9 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim /aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain S7296- 0001 \1236808v1.doc 5 of 9 of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self - insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against lndemnitees, Consultant shall defend lndemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against lndemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, S7296-0001 S7296-0001\1 236808 v 1. d oc 6 of 9 officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, S7296- 0001 \1236808v1.doc 7 of 9 privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection • therewith. S7296-0001 11236808v 1. d oc 8 of 9 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: By: Jill R. Ingram, City Manager Attest: By: By: Linda Devine, City Clerk Name: Approved as to Form: Its: By: G uinn Barrow, City Attorney S7296- 0001 \1236808v1.doc 9 of 9 CONSULTANT Name: Ji //1 Its: ?rentrl e n YI an.) January 17, 2012 Sean Crumby, P.E. Assistant City Manager /Director of Public Works City of Seal Beach 211 8 Street Seal Beach, CA 90740 Re: Letter Proposal 405 MIS Environmental Review Support Services Dear Mr. Crumby: W.G. Zimmerman Engineering Inc., is respectfully submitting this Letter Proposal to assist the City of Seal Beach with the 1 -405 Environmental Review related to the impacts to the City of Seal Beach. As a Firm, we are uniquely qualified to perform this service. Our staff members have extensive experience in working with the City of Seal Beach, performing development review, environmental document reviews and project design. We are very familiar with the 405 HOV project (West County Connectors), and have developed alternative concepts for the City of Seal Beach and the Rossmoor Community to reduce the need for property acquisition in each community. Previously, we had developed an alternative alignment of SR -22/l -405 from Valley View to the 1- 605 /SR -22/I -405 Interchange to reduce property impacts to College Park East and the Rossmoor Community. Additionally, this alignment reduced project construction cost, and met current Caltrans Highway Design Standards. The alternative alignment approval process included coordination with the OCTA's Board of Supervisors, OCTA Staff, and Caltrans. The Final Concept alignment was accepted by Caltrans as the preferred altemative. Our experience in working with the City of Seal Beach has been very expensive from Project Management, Project Design, and Funding obligation (State and Federal). These projects include: • Marina Drive Bridge • Marina Drive Bikeway, Pacific Coast Highway to First Street • Seal Beach Boulevard Bikeway, Pacific Coast Highway to Electric Avenue • 4 Street and Central Avenue Traffic Circle • Seal Beach Boulevard Storm Drain System • City -wide Traffic Signal Upgrade • City -wide Traffic Signal Communication System • Seal Beach Boulevard Median, Westminster to 1 -405 • Second Street Water Tine Upgrade • Pacific Coast Highway and Balboa Intersection Widening • Seal Beach Boulevard Pavement Rehabilitation • Developer Coordination for Bixby — Target Center, Golf Course, and Ayers Hotel and Retail Center • Developer Coordination for Rossmoor Center Redevelopment • Developer Coordination for Boeing W.G. Zimmerman Engineering, Inc. 5772 Bolsa Avenue, Suite 200 Huntington Beach, CA 92649 (714) 799 -1700 / (714) 799 -1701 Fax As the Project Manager, I am licensed as a Civil and Traffic Engineer by the State of California. My experience includes; SR -73 Tollroad design and review, SR -241 Tollroad design and review, SR -91 Tollroad project manager, SR -91 and SR -57 HOV design, 1 -405 HOV design in LA County, SR/I -110 HOV design in downtown LA, 1 -405 and Cherry Avenue Interchange Concept plans, 1 -405 and Orange Avenue Interchange Concept plan, 1 -70 and 1 -15 Interchange design, I- 70 and Hidden Valley Interchange design, C -470 design and construction support, and SH 285 design. Our scope of services includes, but not limited to: • Attend Public Workshops /City Council Meetings. G Prepare Presentation Materials (map and PowerPoint presentation). 6 Attend and represent City at OCTA project meetings. o Review and comment on the 405 MIS Environmental Document. o Prepare alternative alignment solutions that would eliminate CalTrans and OCTA's planned intrusion into College Park East. Our Fee will be based upon a time and materials basis, not -to- exceed $20,000 including ODC's. Our Billing Rate Schedule is attached. We look forward to working with the City on this important project. If you have any questions, please do not hesitate to contact me at 714.799.1700 ext. 11. Respectfully submitted, W.G. Zimmerman Engineering, Inc., Bill Zim D erma P.E., T.E., PTOE President W.G. Zimmerman Engineering, Inc. 5772 Bolse Avenue, Suite 200 Huntington Beach, CA 92649 (714) 799 -1700 / (714) 799 -1701 Fax ATTACHMENT "B" Environmental Impact Sciences (EIS) RESOLUTION NUMBER 6221 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH ENVIRONMENTAL IMPACT SCIENCES, FOR THE 1-405 CEQA/NEPA THIRD -PARTY REVIEW THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves a professional services agreement (Agreement) between the City of Seal Beach and Environmental Impact Sciences for the City's 1 -405 CEQA/NEPA Third -Party Review in the amount of $20,000. Section 2. The City Council hereby authorizes the City Manager to execute the Agreement. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 27th day of February , 2012 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members ATTEST: City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } City Clerk Mayor I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6221 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular meeting held on the 27th day of February , 2012. S7296- 0001 \1236808v1.doc PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & Environmental Impact Sciences 26051 Via Concha Mission Viejo, CA 92691 -5614 949.837.1195 phone 949.837.3935 Fax This Professional Service Agreement ( "the Agreement ") is made as of February 27, 2012 (the "Effective Date "), by and between Environmental Impact Sciences ( "Consultant "), a Consulting Engineering Company and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). RECITALS A. City desires certain professional services: B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. 1.0 Scope of Services AGREEMENT 1.1. Contractor shall provide services to support the City of Seal Beach with response to 1 -405 Widening Environmental Impact Report/Environmental Impact Study in accordance with the proposal dated January 26, 2012 attached hereto as Exhibit A. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the scope of services in exhibit A unless the City authorizes such work in advance and in writing. The City Manager may authorize payment for additional work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 1 year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule included in Exhibit A but in no event will the City pay more than $20,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule. S7296-0001 \1236808v1.doc 2 of 9 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not Tess than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Peter Lewandowski is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: S7296 -0001 \1236808v1.doc 3 of 9 To City: To Consultant: Environmental Impact Sciences 26051 Via Concha Mission Viejo, CA 92691 -5614 949.837.1195 Phone 949.837.3935 Fax Attn: Peter Lewandowski 8.0 Independent Contractor City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. S7296-0001 \1 2 36808v 1. d oc 4 of 9 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim /aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain S7296-0001 \1 2 368 08 v 1. d o c 5 of 9 of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, S7296-0001 S7296-0001\1 236808v 1. d oc 6 of 9 officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, S7296 -0001 \1236808v1. doc 7 of 9 privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. S7296 -0001 \1236808v1. doc 8 of 9 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: Attest: By: Jill R. Ingram, City Manager Linda Devine, City Clerk Approved as to Form: By: / /7 - `"Guinn Barrow, City`Aorney S7296-0001\1236808v1 . doc Its: 9 of 9 CONSULTA By: Name: By: Name: Its: 'e1-t2_ L-E Do k_ 1 PA January 26, 2012 Environmental impact Science 26051 via Concha Melon Viejo, California 92691.5614 949.837.1195 949.837.3935 Fax Sean Crumby, P.E. Assistant City Manager /Director of Public Works City of Seal Beach 211 Eighth Street Seal Beach, California 90740 Proposal: CEQA /NEPA Third -Party Review California Department of Transportation (Caltrans) Orange County Transportation Authority (OCTA) San Diego Freeway (1 -405) Improvement Project Dear Mr. Crumby: Environmental Impact Sciences (EIS) has extensive experience in preparing both comprehensive, legally defensible environmental impact reports for complex public and private projects and detailed third -party peer reviews of documents prepared by other consultants. Skilled as both a practitioner and a key member of an agency's legal team, EIS is often tasked to ensure that documents prepared under the provisions of the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) fulfill their regulatory intent "not only to protect the environment but also to demonstrate to the public that it is being protected" (14 CCR 15003). As a follow -up to our recent conversation, this correspondence constitutes a proposal to conduct an independent third -party review of existing and upcoming CEQA/NEPA documentation in order to assist the City of Seal Beach (City) formulate written comments on a proposed freeway widening project that may adversely impact the City, its residents, and business community. The California Department of Transportation (Caltrans) and the Orange County Transportation Authority (OCTA) are presently proposing to widen the San Diego Freeway (1 -405) between State Route 73 (SR -73) and Interstate 605 (1 -605). Development plans include, but are not limited to, adding two general - purpose lanes in both directions and associated but unspecified interchange improvements (identified as "Build Alternative 2 "). Other options being considered by Caltrans and the OCTA include: (1) adding one general - purpose lane in each direction ( "Build Alternative 1 "); (2) adding one toll lane to the existing carpool Zane and adding one general- purpose lane in each direction ( "Build Alternative 3 "); and (3) transportation system and demand management programs, including mass transit ( "TSM /TDM/Mass Transit Alternative "). With regards to any of these options, from the available information, it is uncertain to what extent additional right -of -way may be required and what direct and indirect impacts the proposed widening and other contemplated actions will have on proximal properties in the City. As indicated on the OCTA website, Caltrans and the OCTA intend to release a draft "Environmental Impact Statement/Environmental Impact Report" (Draft EIS /EIR) in "early 2012." Release of the Draft EIS /EIR will start a statutorily required comment period during which affected stakeholders can submit comments for consideration by the two project proponents. Sean Crumby, Assistant City Manager /Director of Public Works CEQA / NEPA Third -Party Review San Diego Freeway Improvement Project January 26, 2012 Page 2 A segment of the 1 -405 Freeway, between Valley View Street and the San Gabriel River, traverses the City. Although benefitting from the freeway's presence, the City also shoulders a heavy burden with regards to noise, air quality, visual blight, and other intrusive impacts resulting from the estimated 401,000 AADT (annual average daily traffic) passing Post Mile 24.044 (Jct. Rte. 605) each day. As is typical of most widening projects, those impacts include, but may not be limited to: (1) aesthetic impacts of new or elevated sound walls; (2) aesthetic impacts associated with increased visibility and reduced separation distances between the freeway and adjoining land uses; (3) noise impacts resulting from the realignment of travel lanes, including construction noise impacts resulting from the construction of elevated interchange improvements and operational noise associated with increased traffic volumes, reflective noise associated with the sound walls, and on -going maintenance activities; (4) light and glare impacts associated with the realignment of travel lanes and elevated connectors; (5) traffic impacts, including short -term and long -term lane closures, alterations in traffic patterns, and loss of on- street and off-street parking; (6) phasing issues, including timing and duration, resulting from construction activities; (7) impacts to existing infrastructure systems (e.g., pump stations and water reservoir facilities); (8) service delivery impacts, particularly with regards to the delivery of emergency services; (9) land -use impacts, including issues regarding land -use compatibility, loss of land rights, forfeiture of development opportunities, and the creation and use of remnant parcels; (10) public safety impacts resulting from catastrophic events; and (11) economic impacts, including loss or diminishment of valuation and restrictions on access and use. With regards to any recent dealings that the City may have had with Caltrans and the OCTA, notwithstanding the sincerity and level of professionalism exhibited by their representatives and consultants, project sponsors typically look at projects through a "different set of glasses" and offer up cost -based remedies rather than exploring more expensive alternatives and mitigation measures. EIS performed a similar third -party review of a similar freeway widening project for the City in 2001, submitting detailed comments on the "Draft Environmental impact Report and Environmental Impact Statement - State Route 22/West Orange County Connection, FHWA- EIS-CA-01-04-D/SCH No. 980604001." We will let the quality of that document attest to our firm's qualifications and ability to formulate technical comments allowing affected agencies and private parties to meaningfully engage in productive dialogue with often uncommunicative and uncaring regulators and bring about project -level changes and obtain compensatory mitigation. CEQA Requirements Parties pursing actions or proceedings seeking to overturn an agency's entitlements based on allegations of noncompliance must first exhaust their administrative remedies. The courts have strictly held that there must be exhaustion as to the specific issue(s) challenged. General and unrelated citations to near - issues in the record are not sufficient; challengeable issues must be assertively identified and presented to the reviewing agency prior to project approval. In Kane v. Redevelopment Agency of the City of Hidden Hills (1986), the courts have noted: "One of the strongest themes running through the body of CEQA case law is the beneficial Sean Crumby, Assistant City Manager /Director of Public Works CEQA 1 NEPA Third -Party Review San Diego Freeway Improvement Project January 26, 2012 Page 3 effect of public participation on the environmental review process. The State EIR Guidelines detail the steps for circulating negative declarations and draft EIR's to the public and governmental agencies for their comments. The purposes of public review are declared to be sharing expertise, disclosing agency analyses, checking for accuracy, • detecting omissions, discovering public concerns, and soliciting counterproposals." The doctrine of exhaustion of administrative remedies typically imposes upon petitioners a duty to present, where such remedies exist, specific objections to proposed agency actions. If a petitioner seeks judicial relief without having first availed itself of the agency's remedies, the court must deny relief for lack of jurisdiction. Section 21177 of the Public Resources Code provides that a CEQA action or proceeding shall not be brought "unless the alleged grounds for noncompliance with this division were presented to the pubic agency orally or in writing by any person during the public comment period provided by this division or prior to the close of the public hearing on the project before the issuance of the notice of determination? Under the exhaustion doctrine, stakeholders must first pursue all available opportunities to participate in the environmental compliance process. Scope of Services As specified, the basic purposes of CEQA are to: (1) inform governmental decision makers and the public about the potential significant environmental effects of proposed activities; (2) identify ways that environmental damage can be avoided or significantly reduced; (3) prevent significant, avoidable damage to the environment by requiring changes in projects through the use of alternatives or mitigation measures; (4) disclose to the public the reasons why a governmental agency approved the project in the manner the agency chose if significant environmental effects are involved (14 CCR 15002). The legislature intended CEQA to be interpreted in such a manner as to afford the fullest possible protection to the environment within the reasonable scope of the statutory language (Laurel Heights Improvement Assn. v. Regents of the University of California). From the unique perspective of the City and its constituents, EIS will perform a third -party peer review of the Draft EIS /EIR for the purpose of: (1) assessing the document's adequacy to serve as an "informational document" under CEQA and NEPA, including presentation of detailed information about the effects that the proposed project are likely to have on the local environment, listing the ways in which the significant effects of the project can be minimized, and indicating the existence of project alternatives; (2) evaluating whether the document gives "major consideration to preventing environmental damage" (Citizens for Quality Growth v. City of Mount Shasta); (3) independently determining whether Caltrans and the OCTA have meet their shared responsibilities under CEQA and NEPA; and (4) identifying whether there exist other potential alternatives (other than the proposed project) which are "capable of avoiding or substantially lessening any significant effects of the project." Using its discretion and own expertise as to the precise nature of any resulting comments EIS will prepare a "draft letter report" for submittal to City staff within thirty (30) days of receipt of the Draft EiS /EIR from the City and will prepare a "final letter report" based on any City comments which are received prior to the close of the public comment period). In addition, EIS' Principal (Lewandowski) will attend one meeting with City staff or others to obtain any relevant Sean Crumby, Assistant City Manager /Director of Public Works CEQA 1 NEPA Third -Party Review San Diego Freeway Improvement Project January 26, 2012 Page 4 information concerning the proposed project and to assist in the formulation of the letter report. Throughout the term of this work assignment, as required, EIS will maintain ongoing telephone communication with City staff and others, as determined by the City. Not -to- Exceed Cost EIS will perform the scope of services outlined herein for a not -to- exceed cost of $20,000. All work will be billed on a time - and - material and cost -plus basis in accordance with the rates and terms specified in EIS' Standard Rate Schedule. Unless explicitly identified herein or in any supplement hereto, any additional efforts or expenditures that may be requested by the City and beyond this stated work program constitutes "out of scope" activities and will be billed in accordance with the rates and terms specified therein. Schedule EIS will deliver to the City a "draft letter report" within thirty (30) days of receipt of the Draft EIS /EIR from the City. The report shall be presented in a format conducive to submittal to Caltrans and the OCTA. EIS will strive to ensure that the report is reasonably complete and presents an analysis of the major components of the Draft EIS /EIR most relevant to the City's interests and concerns. However, based on the anticipated length of the Draft EIS /EIR, the limited time frame, and the budgetary limits established herein, EIS may need to prioritize its review and focus only on those issues deemed by EIS to be most germane to the performance of this work assignment. Limitations As presented, this proposal does not include: (1) preparation of independent technical studies, original research, or other investigations, other than as explicitly described herein; (2) involvement by other technical consultants or subconsultants, such as independent biologists, geologists, hydrologists, archaeologists, civil engineers, and transportation engineers; (3) preparation of any independent siting analyses conducted to identify other potential alignments; (4) surface or subsurface investigations, including soil sampling and /or laboratory analysis; (5) formulation or technical review of any project - specific best management practices (BMPs), urban storm water management . plans (SUSMP), storm water pollution prevention plans (SWPPPs), or any quantitative or qualitative assessment or modeling of any water quality constituents; (6) preparation of any cost estimates, fiscal analyses, highest and best use studies, or detailed mitigation plans; (7) any computer simulations or other graphics; (8) National Register eligibility assessments; (9) trespass on private property to conduct field reconnaissance surveys; (10) attendance at meetings with Caltrans, OCTA, and their consultants; (11) preparation of expert witness testimony or appearance at any court proceedings; (12) the solicitation or review of any documents not readily available as part of the project's administrative record; and (13) review of the final EIS /EIR incorporating and responding to the City's comments. As a reputable consultant, EIS will not espouse a "pro- project" or "adversarial" position and will not take a stance with regards to either the merits or need for the proposed project. EIS will conduct an objective assessment of the Draft EIS /EIR and focus on: (1) the technical adequacy Sean Crumby, Assistant City Manager /Director of Public Works CEQA 1 NEPA Third -Party Review San Diego Freeway Improvement Project January 26, 2012 Page 5 of the document under CEQA/NEPA; and (2) the potential impacts of the proposed project on the City and its constituents. EIS is neither a legal firm nor is the Principal an attorney. As such, any statements presented by EIS should not be construed as a legally -based interpretation of existing statutes and regulations. With regards to CEQA/NEPA compliance, the City is encouraged to seek early and effective involvement by legal counsel. The City acknowledges that EIS can provide no guarantees or assurances that the efforts expended on the City's behalf will produce the desired results or, in any way, alter the actions of Caltrans or the OCTA. Absent a willingness by the City to pursue subsequent litigation, the project proponents' approval of the proposed project may be an inevitability and beyond the ability of EIS to materially alter. Sincerely, Peter Lewandowski Principal 1 Enclosure: Standard Rate Schedule Etivirortmettal Irripaot Sol i 26051 Via Concha Mission Viejo, California 92691.5614 949.837.1195 949.837.3935 Fax Professional Support ENVIRONMENTAL IMPACT SCIENCES STANDARD RATE SCHEDULE (January 1, 2012) Position Rates Principal $185.00 Senior Engineer 175.00 Senior Planner /Scientist 150.00 Associate Engineer 125.00 Associate Planner /Scientist 100 Planner /Scientist 85.00 Assistant Planner /Scientist 75.00 Word Processor B5 Technician 50.00 All direct costs will be billed at cost- plus -ten (10) percent. Automobile mileage will be billed at $0.52 per mile and travel time will be billed at the designated rate. All invoices are payable within thirty (30) days of receipt and, unless an alternative billing plan is specified, will be submitted monthly for all work in progress. Environm Consultants envtronmentecox.net