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18-1104_GANDDINI GROUP, INC._Professional Services Agreement CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of oati/1I2c11 I , 2018 by and between the City of San Juan Capistrano, a municipal corporation organized an operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and Ganddini Group, Inc., a California Corporation with its principal place of business at 550 Parkcenter Drive, Suite 202, Santa Ana, CA 92705 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Preparation of a parking study, traffic circulation study and queuing analysis for Bad to the Bone project, Code Amendment (CA) 17-007 and Conditional Use Permit (CUP) 18-007 (hereinafter referred to as "the Project"). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Project Cost by Task set forth in Exhibit "A." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of$ 8,745. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall 1 61 147.02100\10974777 2 Updated April 2018 be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). Consultant shall complete the services required hereunder by June 30, 2019. The Notice to Proceed shall set forth the date of commencement of work. 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 8. Standard of Care Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 2 61 147.02100\10974777.2 Updated April 2018 9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Consultant Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. 3 61147.02100\10974777.2 Updated April 2018 (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers' Compensation/Employer's Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain,for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must 4 61147 02100\10974777.2 Updated April 2018 specifically include work performed under this Agreement. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer's Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any 5 61147.02100\10974777.2 Updated April 2018 insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications 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. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. 6 61147.02100\10974777.2 Updated April 2018 (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 13. California Labor Code Requirements. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which 7 61147.02100\10974777.2 Updated April 2018 include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor. 14. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 15. Reserved. 16. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. 17 Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and 8 61147.02100\10974777 2 Updated April 2018 specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty(30)calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 18 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 19. Organization Consultant shall assign Giancarlo Ganddini, PE, PTP as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 20. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 21. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: CITY: CONSULTANT: City of San Juan Capistrano Ganddini Group, Inc. 32400 Paseo Adelanto 550 Parkcenter Drive, Suite 202 San Juan Capistrano, CA 92675 Santa Ana, CA 92705 Attn: Laura Stokes, Housing Attn: Giancarlo Ganddini, PE, PTP, Principal Supervisor/Associate Planner and shall be effective upon receipt thereof. 9 61147.02100\10974777.2 Updated April 2018 22. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 24. Entire Agreement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 25. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 26. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 27. Non-Waiver None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 28. Time of Essence Time is of the essence for each and every provision of this Agreement. 29. City's Right to Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 30. Prohibited Interests 10 61147.02100\10974777.2 Updated April 2018 Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. [SIGNATURES ON FOLLOWING PAGE] 11 61147.02100\10974777.2 Updated April 2018 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND GANDDINI GROUP, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO GANDDINI GROUP, INC. I �� By: . By: (11 -75-/K-' oel Ro'as evelo ment - Ices Director Its: ftFsiArr1f Printed Name: 4/0frie-4'�" G JPD/N/ ATTEST: 0C r By: ••,/ bity Clerk APPROVED AS TO FORM: By: City Attorney 12 61147.02100\10974777.2 Updated April 2018 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND GANDDINI GROUP, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO GANDDINI GROUP, INC. By: By: Joel Rojas Development Services Director Its: Printed Name: ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney 12 61147.02100\10974777 2 Updated April 2018 EXHIBIT A Your Trusted Advisors for Transportation& Environmental Analysis October 23, 2018 Ms. Laura Stokes, Housing Supervisor/Associate Planner CITY OF SAN JUAN CAPISTRANO 32400 Paseo Adelanto San Juan Capistrano, California 92675 Dear Ms. Stokes: INTRODUCTION Ganddini Group, Inc. appreciates the opportunity to submit this proposal to provide professional consulting services for the processing off a Code Amendment (CA) 17-007 and Conditional Use Permit (CUP) 18-007 for the Bad to the Bone Project located in the City of San Juan Capistrano.This proposal outlines a scope of services and budget based on the information provided by the CITY OF SAN JUAN CAPISTRANO(Client)and our understanding of the requirements for the parking study,traffic circulation study, and queuing analysis. SCOPE OF SERVICES The following tasks are anticipated to be required: TASK 1 PARKING STUDY Task 1.1 Review the City of San Juan Capistrano parking code and regulations, surrounding jurisdictions parking codes and regulations, and engineering resources for similar uses to assist in establishing a baseline parking requirement. • Calculate the number of parking spaces required for the project site based upon the City of San Juan Capistrano, Municipal Code Sec. 9-3.535. • Conduct a literature search of surrounding jurisdictions parking codes and regulations to review requirements for similar land uses. • Determine if other engineering resources(i.e., Institute of Transportation Engineers, Parking Generation,4th Edition, 2010, Urban Land Institute,Shared Parking, 2nd Edition,2005,etc.) provide similar land use parking requirements. Task 1.2 Prepare a parking demand forecast for the proposed project based on City off-street parking codes.Adjust calculations, if applicable to account for internal capture. • Determine the number of parking spaces required based upon the City parking code requirements,taking into account internal capture and tenant hours of operation. • The study will include a shared parking analysis utilizing procedures recommended by the Urban Land Institute (ULI). The idea of a shared parking analysis is that if the various land uses have peak parking demands at different points in time,or on different days of the week, then the number of parking spaces required is not the sum of the parking requirements for each land use, but rather less. If the peak demands for the various land uses are non- coincidental,then there is an opportunity for sharing of parking.To determine the degree to 550 Parkcenter Drive,Suite 202,Santa Ana,California 92705 (714)795-3100 www.ganddini.com Ms. Laura Stokes, Housing Supervisor/Associate Planner CITY OF SAN JUAN CAPISTRANO October 23, 2018 which shared parking can occur, the cumulative hourly parking demand of the land uses is calculated at all points in time throughout the day for both weekdays and weekends. Task 1.3 Count the number of current parking spaces available on the site. • Conduct a field survey of the project site by subdividing the parking field into parking zones. The existing number of current on-site parking spaces shall be determined based upon a field survey and confirmed with a 2nd count by field personnel. Task 1.4 Conduct a parking count during peak hours including weekends and weekday to determine the current parking occupancy based on current uses and demand from the commercial center's rent roll provided by the City. • Obtain the type of uses, days, and hours of operation of the tenants within the Ortega Business Center. • Conduct parking counts for up to 8 hours on two consecutive days, such as a weekday (Friday)and weekend (Saturday). • Evaluate the parking agreement with St. Margaret's Episcopal School and take into consideration when determining current parking occupancy. Task 1.5 Evaluate the adequacy of parking supply and compare parking supply to the total parking requirements per City code including the proposed project. • Overlay the calculated number of parking spaces required for the proposed project with the empirical data obtained from the weekday and weekend parking counts. • Provide a spatial distribution of the occupied parking spaces by parking zone for the Ortega Business Center based upon the weekday and weekend parking counts. The spatial distribution will illustrate the parking areas with vacant parking spaces by hour by parking zone. Task 1.6 Identify any parking deficiencies with the proposed project and recommend mitigation measures, if necessary. • Provide parking management measures, if necessary. • Identify parking zones with low vacancy rates and provide mitigation measures, if necessary. TASK 2 TRAFFIC CIRCULATION STUDY Task 2.1 The traffic circulation study will be consistent with the City Council Administrative Policy No. 111 and No. 310. • Traffic counts used for this evaluation shall be taken within one year of the notice to proceed. The following three(3)study intersections shall be counted during the weekday and weekend PM peak hours: - Rancho Viejo Road and Paseo Espada - Calle Arroyo and Rancho Viejo Road - Rancho Viejo Road and Ortega Highway • Determine the proposed project trip generation based upon the Institute of Transportation Engineers, Trip Generation Manual, 10th Edition, 2017 and information provided by the applicant. G • Professional Services Proposal Bad to the Bone Project page 2 Ms. Laura Stokes, Housing Supervisor/Associate Planner CITY OF SAN JUAN CAPISTRANO October 23, 2018 • Distribute the project trip generation to the adjacent roadway system. • Evaluate the traffic impacts of the proposed project at the study intersections during the weekday and weekend PM peak hours for existing conditions and with proposed project. • Evaluate the Levels of Service using the Highway Capacity Manual delay methodology to determine if the project-related trips have a significant impact at the intersections. - Cycle lengths and PHF used in any calculations shall be verified prior to intersection Level of Service calculations being performed. TASK 3 QUEUING ANALYSIS • A queuing analysis will be conducted for the two driveways fronting on Rancho Viejo Road (Paseo Espada and northerly driveway) using the Vistro or Synchro software. - Conduct a field survey to determine the existing queue lengths provided for the two driveways. - Utilizing the Vistro or Synchro software,calculate the existing plus project queue lengths required for weekday and weekend PM peak hours at the two driveways. RESPONSES TO COMMENTS Review one set of Client comments,whether verbal or written,and revise draft report(if necessary). EXCLUSIONS This scope of services is based upon analysis and preparation of a report for a single design of the proposed project as provided by the Client and does not include revisions necessitated by project redesign. MEETING ATTENDANCE The proposed fee includes attendance at one (1) Planning Commission hearing and one (1) City Council hearing, which may be required to secure approval of the project. If additional meetings are required and requested, attendance at follow-up meetings or hearings will be billed on a time-and-materials basis. DELIVERABLES One (1) hard copy and electronic copy of the draft report will be prepared and submitted for review. Seven (7) hard copies and electronic copy of the final report will be prepared and submitted for review. TIME SCHEDULE It is estimated that the traffic impact analysis will be submitted to the Client approximately three (3) weeks from the date of authorization and receipt of data essential for the study, including, but not limited to, a detailed project description and the final site plan.Any delays resulting from circumstances beyond our control including, but not limited to, project redesign,changes in public policy,delays in scoping approval, local school district schedules, illness, equipment malfunction, weather events, or employee departure, shall extend the time schedule. If such a delay occurs,the Client shall be notified of the effect on the project schedule. QUALIFICATIONS Ganddini Group, Inc. is committed to assisting our Clients and their projects succeed by providing high value traffic engineering/transportation planning, noise, and air quality consulting services. Located in the historic g~1��El Professional Services Proposal .A Bad to the Bone Project page 3 Ms. Laura Stokes, Housing Supervisor/Associate Planner CITY OF SAN JUAN CAPISTRANO October 23, 2018 City of Santa Ana, our firm is a California Corporation based in the heart of Orange County. Together, our team of professionals bring more than 150+ years of cumulative experience in transportation and environmental studies and have worked on numerous projects throughout California. Our goal is to continue to build trusted working relationships by applying our professional expertise with integrity and with every effort to make a positive contribution to the projects and communities in which we are involved. Giancarlo Ganddini,PE, PTP,will be the Principal-in-Charge who will oversee preparation of the traffic impact analysis. Giancarlo has extensive experience in traffic engineering and transportation planning for public and private sector projects throughout California. Mr. Ganddini is a Registered Traffic Engineer in the State of California and a certified Professional Transportation Planner. His education includes undergraduate studies in civil engineering with specialization in transportation systems engineering at the University of California, Irvine. He has directed or assisted work on numerous projects involving traffic and parking analysis for environmental documentation. His extensive involvement in the Institute of Transportation Engineers has enabled him to build relationships with peers and colleagues and remain well-informed of current best- practices and developing transportation trends.He has developed expert technical competency of many traffic analysis methodologies and related computer applications. His resume is included in Attachment A. Tom Huang, PE, will be the primary person who will prepare the report. Mr. Huang is a Registered Traffic Engineer in the State of California. His education includes undergraduate studies in civil engineering at the California State Polytechnic University, Pomona. He brings over 20+years of professional project experience in transportation planning, engineering, and management services for a variety of public and private development projects. He offers our Clients his extensive project management experience to streamline their entitlements for Southern California development. Tom has mastered the use of the HCS+, Traffix, Synchro/SimTraffic, and Vistro software analysis programs for capacity analysis. His resume is included in Attachment A. Perrie Ilercil will be the secondary person who will prepare the report. Ms. Ilercil has been involved in the engineering and project management field for over 25+ years. She is a Registered Civil Engineer (PE) in the State of Arizona, with transportation planning experience as well as traffic and civil plan/specification design background. Her education includes undergraduate studies in civil engineering at Arizona State University.As a Senior Traffic Engineer, she has completed numerous traffic impact analyses for projects throughout Southern California. Perrie possesses the technical knowledge of software and resources relevant to traffic engineering, including: Vistro, HCS+, Traffix, Webster, LADOT CMA, and Synchro software for Level of Service evaluations, as well as ADT-to-peak hour volume calculations. She has also been involved in traffic signal warrant analysis, trip generation analysis, traffic forecasting, traffic operational analysis, sight distance analysis, vehicle queuing, site access, collision history (SWITRS), traffic calming, and parking demand studies. As a Traffic Design Engineer, she has worked on traffic control plans for roadway signing, striping, lighting, traffic signals,and phased construction signing and striping plans for City streets and freeway projects. Perrie has completed projects from the proposal,field inspection,analysis, and to City Council or County Supervisor aooroval. Her resume is included in Attachment A. RELEVANT EXPERIENCE Ganddini Group, Inc. personnel have extensive experience in working with projects throughout the City of San Juan Capistrano. Our team is familiar with the study area traffic engineering standards and have the following experience working on similar projects: • Aurora's Golden Moments Project, City of San Bernardino • Bay Theater Project, City of Seal Beach • Business Expo Center/EventPlex Project, City of Anaheim g�1��11 Professional Services Proposal Bad to the Bone Project page 4 Ms. Laura Stokes, Housing Supervisor/Associate Planner CITY OF SAN JUAN CAPISTRANO October 23, 2018 • Carter Estates Project, County of Riverside • El Rodeo Club, City of Pico Rivera • Pacific Hills Banquet Hall, City of Laguna Hills • Riley's Farm Special Events Center, County of San Bernardino • Secret Garden Project, City of Yorba Linda • Whitewater Park Expansion, City of Rancho Mirage CONFLICT OF INTEREST Ganddini Group, Inc. does not have a conflict of interest with work on the report. INSURANCE The fee includes Ganddini Group, Inc. maintaining broad form general liability insurance, workman compensation insurance, and professional liability insurance; however, any insurance required by the Client above that currently maintained by Ganddini Group, Inc. shall be a reimbursable expense in addition to the total fee quoted.The Client agrees to limit the design professional's liability to the Client and to all construction contractors and subcontractors on the project, due to the design professional's negligent acts, errors, or omissions, such that the total aggregate liability of the design professional to all those named shall not exceed $1,000,000. In the event that a lawsuit is brought for the enforcement of any of the terms of this agreement, the prevailing party shall be entitled to attorney fees and costs. PROFESSIONAL FEE The scope of services outlined herein shall be performed for a not to exceed fee included in Table 1.The fee is a maximum not to be exceeded without prior approval from you or your authorized representative. If additional services are requested or required, or the scope of the project changes from that described above, those services will be on a time-and-material basis.The Ganddini Group, Inc. standard compensation schedule is included in Attachment B. CONCLUSION Ganddini Group, Inc. is looking forward to serving you on the Bad to the Bone Project. This letter can serve as a memorandum of agreement and our authorization to proceed. Please sign one copy and return it to us for our records. Respectfully submitted, APPROVAL Approved by: Giancarlo Ganddini, PE, PTP Name: Principal Title: 18-0139 Firm: Date: Professional Services Proposal Bad to the Bone Project page 5 Table 1 Project Cost by Task Hours Nut nvironmental Senior Planner/ Aclinin. To Principal Manager Analyst Analyst Technician Assistant Exceed Task ••150/Hon $150/Hour $125/Hour 5100/Hour $40/Hour $40/Hour Total Fee Parking Study 2 4 3 16 1 27 $ 1,930 Traffic Circulation Study 15 8 8 2 38 $ 3,825 Queuing Analysis 2 3 2 2 1 12 $ 1,295 Planning Commission Hearing 3 0 0 0 0 3 $ 450 City Council Hearing 0 3 0 0 0 0 3 $ 450 10%Contingency $ 795 Total 13 83 $ 8,745 • g31dirProfessional Services Proposal Bad to the Bone Project page 6 Attachment A Resumes • Your Trusted Advisors for Transportation& Environmental Analysis GIANCARLO GANDDINI, PE, PTP Principal Giancarlo Ganddini has extensive experience in CERTIFICATIONS: traffic engineering and transportation planning for public and private sector projects throughout Professional Engineer(Traffic),TR 2663 California. He has directed and assisted on hundreds State of California of projects involving transportation and parking analysis, with an emphasis on traffic impact studies Professional Transportation Planner, No. 597 for environmental documentation. Transportation Professional Certification Board Giancarlo is passionate about applying his expertise EDUCATION: to develop creative solutions for both common and unique traffic issues involving roadway operations, University of California, Irvine: traffic forecasting, impact analysis, parking B.S. Civil Engineering operations, roadway safety, and multi-modal circulation. He is well versed in the standards of PROFESSIONAL AFFILIATIONS: transportation planning practice and is skilled at communicating complex traffic engineering concepts Institute of Transportation Engineers (ITE) to the public and decision makers. • Secretary/Treasurer- Western District • Past President,Vice President, Secretary/ His leadership involvement with the Institute of Treasurer - Southern California Section Transportation Engineers has allowed him to build strong relationships with colleagues and stay well Orange County Traffic Engineering Council informed of current best-practices and developing transportation trends. These leadership skills have HONORS&AWARDS: also been instrumental in directing our team at Ganddini Group, Inc. Young Transportation Engineer of the Year(2011), ITE Southern California Section RELEVANT PROJECT EXPERIENCE: Business Expo Center/EventPlex Parking Demand Analysis Peer Review, City of Anaheim The project site is currently located at 1960 South Anaheim Way.The analysis was conducted at the existing meeting and event center to determine the parking demand for weekend night events under current, typical higher average vehicle occupancy (AVO) social or family based events, as well as, the parking demand for expo-type events with lower AVO.The scope of work for the parking study peer review of the project included (1) discussing the peer review with the City of Anaheim staff, if necessary; (2) obtaining a copy of the latest parking study; (3)conducting a field survey; and (4) preparing a written review of the parking study. Pacific Hills Banquet Hall Parking Study, City of Laguna Hills The project site is located at 23551 Moulton Parkway in the City of Laguna Hills. To quantify the existing parking demand for the Moulton Plaza shopping center, a parking survey was conducted. In addition,the City of Laguna Hills parking code requirements were calculated.This report summarizes our methodology,analysis and findings. 550 Parkcenter Drive,Suite 202,Santa Ana,California 92705 (714)795-3100 I www.ganddini.com gYour Trusted Advisors for �7 Transportation & Environmental Analysis TOM HUANG, PE Senior Traffic Engineer Tom Huang brings over 20+ years of professional CERTIFICATIONS: project experience in transportation planning, engineering, and management services for a variety Professional Engineer(Traffic),TR 2575 of public and private development projects. Tom State of California earned a Bachelor of Science degree in Civil Engineering from the California State Polytechnic EDUCATION: University, Pomona and is a Registered Traffic Engineer in the State of California. California State Polytechnic University, Pomona: B.S. Civil Engineering Mr. Huang offers clients his extensive project management experience to streamline their PROFESSIONAL AFFILIATIONS: entitlements for development projects throughout California. Institute of Transportation Engineers (ITE) Tom has mastered the use of the HCS+, Traffix, American Society of Civil Engineers(ASCE) Synchro, Vistro software analysis programs for capacity analysis. His background includes Orange County Traffic Engineering Council preparation of traffic impact analyses, freeway (OCTEC) interchange project studies in support of PR/PSRs, shared parking studies, and site access evaluations. Tom has also worked on a variety of traffic engineering designs, including traffic signal plans, signing and striping plans, and traffic control plans. RELEVANT PROJECT EXPERIENCE: Aurora's Golden Moments Project Parking Analysis, City of San Bernardino The project site is located at 194 West Club Center Drive in the City of San Bernardino.The proposed project is part of an existing business park occupied by various commercial and industrial uses in two buildings. The existing business park provides driveway access to South Hunts Lane and West Club Center Drive. A vacant 13,500 square foot suite is proposed to be occupied by a special event facility that will host Quinceaneras on Saturday nights from 7:00 PM to 2:00 AM.The existing business park provides a total of 187 on-site parking spaces. Currently,there are no on-street parking spaces permitted along Club Center Drive or Hunts Lane in the vicinity of the project site. A parking study has been conducted for the project site to determine if a sufficient number of on-site parking spaces will be provided for the proposed project. Secret Garden Project Parking Analysis, City of Yorba Linda The project site is located on the east side of Richfield Road south of Yorba Linda Boulevard in the City of Yorba Linda. The proposed development consists of a banquet facility with a patio, lawns, multiple water features, and a parking lot. The project site provides a total of 39 on-site parking spaces. The project site is proposed to provide access to Richfield Road.The parking analysis was conducted for the future project site to determine if adequate parking spaces will be provided for the intended use. 550 Parkcenter Drive,Suite 202,Santa Ana,California 92705 (714)795-3100 I www.ganddini.com Your Trusted Advisors for Transportation& Environmental Analysis PERRIE ILERCIL, PE (AZ) Senior Traffic Engineer Perrie Ilercil has been involved in the engineering and CERTIFICATIONS: project management field for over 25+ years. Ms. Ilercil is a Registered Civil Engineer (PE) in the State Professional Engineer(Civil), Cert. No. 25976 of Arizona, with transportation planning experience State of Arizona as well as traffic and civil plan/specification design background. As a Senior Traffic Engineer, she has EDUCATION: completed numerous traffic impact analyses for projects throughout Southern California. Arizona State University: B.S.E., Civil Engineering Perrie possesses the technical knowledge of American Society of Civil Engineers(ASCE) software and resources relevant to traffic Sight Distance Certificate engineering, including: Vistro, HCS+, Traff ix, Webster, LADOT CMA, and Synchro software for Trafficware University, Synchro Training Level of Service evaluations, as well as ADT-to-peak Certificate hour volume calculations.She has also been involved in traffic signal warrant analysis, trip generation Institute of Transportation Engineers(ITE) analysis, traffic forecasting, traffic operational Professional Development Seminar Certificate analysis, sight distance analysis, vehicle queuing,site access,collision history(SWITRS),traffic calming,and PROFESSIONAL AFFILIATIONS: parking demand studies. Institute of Transportation Engineers (ITE) As a Traffic Design Engineer, she has worked on traffic control plans for roadway signing, striping, American Society of Civil Engineers(ASCE) lighting, traffic signals, and phased construction signing and striping plans for City streets and Orange County Traffic Engineering Council freeway projects. Perrie has completed projects from (OCTEC) the proposal, field inspection, analysis, and to City Council or County Supervisor approval. Women's Transportation Seminar(WTS) RELEVANT PROJECT EXPERIENCE: Riley's Farm Traffic Impact Analysis, County of San Bernardino The site is located east of Oak Glen Road at Cats Claw Trail in the County of San Bernardino.Approximately 700 guests per day attend the project site today on a weekday. The project site currently has approximately 30 employees.A CUP is proposed to establish a special events center for a maximum of 1,224 guests per day and 60 staff,with organized camping for 144, lodging of 8 rooms, restaurants for 210 seats and retail outlets of 1,500 square feet. All guests pay for admission. No retail or restaurant facilities are open to the public on a walk-on basis. Guests of Riley's Farm participate in the apple harvest, farm chores, and reenactments of significant events in American history including the Revolutionary War, the Civil War, and life in early Oak Glen.They provide banquet and special event services,as well as overnight-organized youth and family camp services. They also sell produce, baked goods, cider, and general merchandise. The hours of operation are Monday to Saturday from 9:00 AM to 10:00 PM.The facility is closed on Sundays.This report analyzes traffic impacts for existing plus project traffic conditions, at which time it will be generating trips at its full potential, and for the current traffic forecast year,which is the Year 2030. 550 Parkcenter Drive,Suite 202,Santa Ana,California 92705 (714)795-3100 I www.ganddini.com Attachment B Standard Compensation Schedule and Terms & Conditions g�1��11 Your Trusted Advisors for Transportation & Environmental Analysis 2018 STANDARD COMPENSATION SCHEDULE CLASSIFICATION HOURLY RATE Principal $ 150 Environmental Manager $ 150 Senior Engineer/Planner/Analyst $ 125 Planner/Analyst $ 100 Junior Analyst $ 75 Technician $ 40 Administrative Assistant $ 40 STANDARD TERMS&CONDITIONS 1. Proposal is valid for 60 days. 2. Hourly rates apply to work time as well as travel time and waiting time,which occur at meetings and public hearings. Evening meeting time will be billed at time and a half. Additional time, if required, for depositions and/or court testimony will be billed at time and a half. 3. Invoices will be submitted monthly for work in progress based on percentage complete and/or upon completion of work. Invoices are payable upon receipt.Any invoice unpaid after 30 days shall be subject to a service charge of the maximum interest rate allowed by law or two percent per month,whichever is less. 4. Client hereby agrees that the balance in a billing statement is correct and binding unless the Client notifies Ganddini Group, Inc.in writing within fifteen days of the date of billing of the alleged incorrect item. 5. All documents produced as a result of this agreement may be used by Ganddini Group, Inc.without consent from the Client. 6. Ganddini Group,Inc.will produce an objective, professional report,and may not arrive at the findings desired by the Client.Ganddini Group, Inc.makes no warranty as to the findings except that the work is performed using generally accepted professional methods. 7. Ganddini Group, Inc.will format the report according to Client instructions at the beginning of the project,or in the absence of such instructions,in a format chosen and consistent with generally accepted professional methods. 8. The Client agrees to limit Ganddini Group, Inc.'s liability to the Client, because of professional negligent acts,errors, or omissions to the proposal fee. 9. Any controversy or claim arising out of or relating to this contract,or the breach thereof,shall be settled by arbitration in accordance with the rules of the American Arbitration Association,and judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction thereof. 10. Where Ganddini Group, Inc. initiates arbitration proceedings relating to this contract, any resultant fees to process arbitration,such as filing fees and attorney fees,shall be borne by the Client. 11. If any term,condition,or provision of this Agreement is declared void, unenforceable,or limited in its application or effect,such event shall not affect any other provisions hereof and all of the provisions shall remain fully enforceable. 550 Parkcenter Drive,Suite 202,Santa Ana,California 92705 (714)795-3100 I www.ganddini.com