Loading...
22-0215_LG2WB ENGINEERS, INC._Agenda Report_E11City of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: Benjamin Siegel, City Manager SUBMITTED BY: Joel Rojas, Development Services Director PREPARED BY: Paul Garcia, AICP, Associate Planner DATE: February 15, 2022 SUBJECT: Second Amendment to Professional Services Agreement with Linscott, Law & Greenspan, Engineers, for the Preparation of a Traffic Impact Analysis for the Proposed In-N-Out Burger Restaurant with Drive-Through Located at 31791 Del Obispo Street (Assessor Parcel Numbers 124-160-60 & 668-242-12) (Property Owner: Stroscher Investments LLC) (Applicant: Cassie Ruiz, In-N-Out Burgers, Inc.) RECOMMENDATION: Approve and authorize the City Manager to execute a Second Amendment to the Professional Services Agreement with Linscott, Law & Greenspan, Engineers, for the Preparation of a Traffic Impact Analysis, at a cost not-to-exceed $107,520, to be funded by the Applicant. DISCUSSION/ANALYSIS: In December 2020, formal applications were submitted by the Applicant for a proposed 3,879 sq. ft. In-N-Out Burger restaurant with drive-through. Staff reviewed the submitted applications and confirmed that the preparation of a Traffic Impact Analysis (TIA) of the proposed project would be necessary to analyze the project’s impact on traffic, site access and internal circulation, and the adequacy of the drive-through queuing lane and parking. Staff solicited and received a proposal from Linscott, Law & Greenspan, Engineers (LLG) for preparation of the TIA. The City and LLG entered into a Professional Services Agreement (PSA) on March 15, 2021 (Attachment 1) for preparation of the TIA with a not-to-exceed cost of $39,520. Subsequently, on July 26, 2021, a first amendment to the PSA was approved by the City Manager for additional tasks which increased the not-to-exceed cost to $44,020 2/15/2022 E11 City Council Agenda Report February 15, 2022 Page 2 of 3 (Attachment 2). The City Manager approved the first amendment as the total compensation amount was within the City Manager’s approval authority. A second amendment is required for additional scope of work tasks that were requested by the City, authorized by the Applicant and performed by LLG. The second amendment (Attachment 3) increases the total not-to-exceed contract cost to $107,520. City Council approval is required as the total project contract amount now exceeds the City Manager’s approval authority. FISCAL IMPACT: There is no fiscal impact to the City associated with the recommended action. The cost of the TIA is solely funded by the project Applicant, which has deposited the entire contract amount. ENVIRONMENTAL IMPACT: In accordance with CEQA, the recommended action is exempt from CEQA per Section 15061(b)(3), the general rule that the CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Approving PSA Amendment No. 2 with LLG would not be an activity with potential to cause significant effect on the environment, and therefore is exempt from CEQA. PRIOR CITY COUNCIL REVIEW: • On February 8, 2022, the City Council adopted Resolution 22-02-08-01, approving Architectural Control (AC) 20-012, Conditional Use Permit (CUP) 20-003, Discretionary Use Permit (DUP) 20-001, Grading Plan Modification (GPM) 21-002, Sign Program (SP) 20-024, and Tree Removal Permit (TRP) 20-021 for a new In- N-Out Burger Restaurant with Drive-Through, as conditioned. • On October 20, 2020, the City Council conducted a preliminary development review of the proposed project, at which time the Applicant provided materials to allow for preliminary discussion of the development proposal prior to submitting a formal application. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: Interested Parties Notification List In-N-Out Burgers, Inc. LLG City Council Agenda Report February 15, 2022 Page 3 of 3 ATTACHMENT(S): Attachment 1 - Professional Services Agreement Attachment 2 - Professional Services Agreement Amendment No. 1 Attachment 3 - Professional Services Agreement Amendment No. 2 61147.00310\33493401.1 1 CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of _________________, 2021 by and between the City of San Juan Capistrano, a public agency organized and 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 LG2WB Engineers, Inc., a California Corporation, dba Linscott, Law & Greenspan, Engineers, with its principal place of business at 2 Executive Park, Ste. 250, Irvine, CA 92614 (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 Focused Traffic Impact Analysis, Parking Analysis and Vehicle Miles Traveled (VMT) Analysis (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 Schedule of Charges 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 $39,520. 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 March 15 61147.00310\33493401.1 2 be prepared by the City, approved by the City Council, 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. Term. 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”). 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 or pandemics; 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. 61147.00310\33493401.1 3 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 Contractor 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 Agreement (8) 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 61147.00310\33493401.1 4 against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (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 61147.00310\33493401.1 5 a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must 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 combined single limit Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) With the exception of Professional Liability, 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 61147.00310\33493401.1 6 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 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 provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, andvolunteers or shallspecifically 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. i. 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. 61147.00310\33493401.1 7 (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. (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 tocommence 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. As it relates to the performance of professional services by Consultant under this Agreement, Consultant shall indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any negligent 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 professional services, including without limitation the payment of all damages, expert witness fees and attorneys' fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers. b. Except as provided for under Section 12(a) above, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all Claims in any manner arising out of, pertaining to, or incident to any alleged 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 damages, expert witness fees and attorneys' fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers. c. 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 61147.00310\33493401.1 8 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 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. 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, 61147.00310\33493401.1 9 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 specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. Any reuse by City of any such materials on any project other than the Project which is the subject of this Agreement without Consultant's prior written consent shall be at the sole risk of City and City agrees to hold harmless Consultant from all costs, losses, and expenses, including reasonable attorneys’ fees, incurred as a result of any such use or decision by City. 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. Any reuse by City of any such materials on any project other than the Project which is the subject of this Agreement without Consultant's prior written consent shall be at the sole risk of City and City agrees to hold harmless Consultant from all costs, losses, and expenses, including reasonable attorneys’ fees, incurred as a result of any such use or decision by City. 19. Organization Consultant shall assign Richard E. Barretto, P.E., as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 61147.00310\33493401.1 10 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: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Paul Garcia, Associate Planner CONSULTANT: Linscott, Law & Greenspan, Engineers 2 Executive Circle, Ste. 250 Irvine, CA 92614 Attn: Richard E. Barretto, P.E. and shall be effective upon receipt thereof. 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 beenmade 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 61147.00310\33493401.1 11 The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining 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 Consultant agrees to exercise diligence in the performance of its services consistent with the agreed upon project schedule, subject to the exercise of the professional standard of care for performance of such services. 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 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. 31. Waiver of Consequential Damages Neither party shall have any claim or right against the other, whether in contract, warranty, tort (including negligence), strict liability or otherwise, for any special, indirect, incidental, or consequential damages of any kind or nature whatsoever, such as but not limited to loss of revenue, loss of profits on revenue, loss of customers or contracts, loss of use of equipment or loss of data, work interruption, increased cost of work or cost of any financing, howsoever caused, even if same were reasonably foreseeable. [SIGNATURES ON FOLLOWING PAGE] February 26, 2021 Paul Garcia, Associated Planner City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 949.443.6327 pgarcia@SanJuanCapistrano.org LLG Reference: P2.21.0052 Subject:Revised Proposal to Provide a Focused Traffic Impact Analysis, Parking Demand Analysis and Vehicle Miles Traveled (VMT) Analysis Associated An In-N-Out Restaurant with Drive-Through San Juan Capistrano, Orange County, California Dear Mr. Garcia: As requested, Linscott, Law & Greenspan, Engineers (LLG) is pleased to submit this revised proposal to provide traffic engineering & planning consulting services associated with the proposed In-N-Out Restaurant with Drive-Through project (hereinafter referred as “Project”) located in San Juan Capistrano, Orange County, California. Pursuant to our coordination efforts and review of the Scope of Work provided by the City dated February 17, 2021, we understand that the preparation of a Focused Traffic Impact Analysis, Parking Analysis and Vehicle Miles Traveled (VMT) Analysis are required as part of the entitlement process for the proposed Project and the VMT analysis will be included in the environmental document to be prepared for the Project. The proposed Project site is generally located at the south of Ortega Highway and west of Del Obispo Street and addressed as 31791 Del Obispo Street within the City’s historic downtown. The Project site is approximately 1.797 acres and is currently developed with an 11,292 square-foot (SF) restaurant occupied by Marie Callendar’s. Bakery and Restaurant and a surface parking lot with 108 spaces. Access to the subject property is now provided via a full access driveway on Del Obispo Street, where left- turn ingress/egress is supported via an existing two-way left-turn lane. EXHIBIT A Paul Garcia February 26, 2021 Page 2 P:\2021\P2210052 - In N Out Burger San Juan Capistrano\P2100052 - In N Out Burger, San Juan Capistrano TIA-Parking-VMT Proposal 02-26-21.doc Based on the Project description, the Project involves developing the property with a 3,879 SF fast-food restaurant with drive-through with 68 parking spaces as a part of Phase I of the site development. Phase II, which has not been defined as this time, include a commercial user on the north end of the site with up to 12 parking spaces. Access to the Project is expected to be continued to be provided via the site’s existing full access driveway on Del Obispo Street. This Focused Traffic Impact Analysis, Parking Analysis and Vehicle Miles Traveled (VMT) analysis for the proposed Project will be prepared pursuant to the City of San Juan Capistrano Administrative Policy 310, Preparation and Use of Traffic Reports and City’s Municipal Code Section 9-3.512(d)1, and in consideration of the City’s parking requirements, as well as the City’s VMT guidelines. For the purposes of this proposal, the Focused Traffic Impact Analysis will focus on the Project’s traffic impacts at eight (8) intersections inclusive of the Project Driveway, five (5) roadway segments and Synchro Operational Analysis for one (1) roadway segment consisting of up to four (4) intersections for the study area. With concurrence by City staff, historical traffic count data will be used as the basis for establishing existing Year 2021 baseline conditions at key study intersections, and supplemented with collection of driveway counts at McDonalds, Carl’s Jr’s, and Chick-Fil-A during the afternoon and evening peak hours (time periods to be determined). The proposed Project’s Focused Traffic Impact Analysis, Parking Analysis and Vehicle Miles Traveled (VMT) Analysis will satisfy the requirements of the City of San Juan Capistrano. Given the above, and our overall sense and understanding of the issues, we propose to do the following: FOCUSED TRAFFIC IMPACT ANALYSIS AND PARKING ANALYSIS SCOPE OF WORK Task 1: Project Mobilization 1.1 Confirm the development description with the Client, work schedule, and assumptions to be utilized in the traffic study and the VMT assessment, presuming a qualitive analysis would be prepared due to project location in downtown San Juan Capistrano. Discuss assumptions to be used associated with the Project (Phase I) completion year and potential uses for Phase II of the Project and confirm existing development totals of Marie Callendar’s (i.e. size and number of seats). Obtain a current Project site plan that illustrates the access scheme to the Project site in both hard copy and digital formats. Paul Garcia February 26, 2021 Page 3 P:\2021\P2210052 - In N Out Burger San Juan Capistrano\P2100052 - In N Out Burger, San Juan Capistrano TIA-Parking-VMT Proposal 02-26-21.doc 1.2 Coordinate with City staff to discuss the Project and analysis criteria, confirm the study approach and identify pertinent traffic issues and concerns, inclusive of work task associated with gap analysis of Del Obispo Street between Ortega Highway and Plaza Drive. 1.3 In conjunction with Task 1.2, prepare a Traffic Impact Analysis Report Scope of Work Agreement detailing the study area, assumptions and overall traffic study requirements, VMT analysis and submit it to City Staff for review. 1.4 Based on comments and direction received from City Staff on scope of work agreement, finalize the scope of work agreement and resubmit it to City Staff for approval. Task 2: Data Collection and Research 2.1 Visit the Project study area to confirm existing conditions with respect to existing site development, local area development, site access, parking use, and areas of congestion in order to verify our overall understanding of traffic conditions in the area that might affect this Project. 2.2 In conjunction with Task 2.1, document the existing roadway striping, traffic control measures, curbside parking restrictions, adjacent intersection configurations, and other pertinent roadway features. 2.3 Obtain existing street improvement plans/striping plans for key roadways in the immediate vicinity of the Project site. Compile information with regards to planned street improvements in the Project study area. 2.4 Research data and recent traffic impact studies prepared for developments in the Project vicinity regarding the status of other proposed developments (cumulative projects) in the area that may contribute cumulative impacts to the adjacent street system and study locations in the vicinity of the proposed Project. The compiled list of related projects will be forwarded for review and approval by City Staff. 2.5 Research existing historical traffic count data at up to eight (8) key study intersections located within the vicinity of the proposed Project. Based on current conditions, due to COVID-19, the ability to collect traffic counts to establish baseline conditions is not possible. As such, to establish existing Paul Garcia February 26, 2021 Page 4 P:\2021\P2210052 - In N Out Burger San Juan Capistrano\P2100052 - In N Out Burger, San Juan Capistrano TIA-Parking-VMT Proposal 02-26-21.doc “baseline” traffic conditions, pre-COVID-19, LLG had previously coordinated with the City and researched historical data and was able to obtain Year 2018 counts at five (5) of the eight potential study locations1 listed below, and Year 2016 counts at also five (5) potential study intersections1. Given the availability of historical data, LLG proposes establish pre-COVID-19 2021 traffic conditions by factoring the historical data by 0.5% per year per the direction of the City. Key Study Intersections Historical Year 2018 Counts Available? Historical Year 2016 Counts Available? 1.I-5 NB Ramps at Ortega Highway Yes Yes 2.I-5 SB Ramps at Ortega Highway Yes Yes 3.Del Obispo Street at Ortega Highway Yes Yes 4.Del Obispo Street at Camino Capistrano Yes Yes 5.El Camino Real at Ortega Highway No Yes 6.Del Obispo Street at Plaza Drive No No 7.Del Obispo Street at Project Driveway No No 8.Camino Capistrano at Ortega Highway Yes No Subject to confirmation by City staff, the traffic analysis shall use recent (last 5 years) of traffic counts escalated to Year 2021 and supplemented with additional traffic counts to establish a potential group factor for the locations where traffic counts may not be available. 2.6 Research existing historical traffic count data at up to five (5) key study roadways segments located within the vicinity of the proposed Project. Based on information provided by the City, 2018 daily traffic counts are available for the following five (5) study roadway segments. For comparison purposes, per te request of the City, LLG will conduct 24-hour daily counts to document existing 2021 traffic volumes. Using the above information, LLG proposes to establish pre-COVID-19 2021 traffic conditions by factoring the historical data by 0.5% per year per the direction of the City. 1 Year 2018 historical counts are referenced from the Tirdor Residential Development Project Traffic Impact analysis, prepared by LSA in February 2020, whereas Year 2016 historical counts are from the Traffic Impact Analysis Addendum for Kimpton Hotel Capistrano,prepared by LLG dated July 2016. Paul Garcia February 26, 2021 Page 5 P:\2021\P2210052 - In N Out Burger San Juan Capistrano\P2100052 - In N Out Burger, San Juan Capistrano TIA-Parking-VMT Proposal 02-26-21.doc 1.Ortega between I-5 north and I-5 south ramps 2.Camino Capistrano between Ortega Hwy and Del Obispo 3.Del Obispo between Ortega Hwy and Camino Capistrano 4.Ortega Hwy between I-5 south ramps and Del Obispo 5.Ortega Hwy between Del Obispo and Camino Capistrano Task 3: Trip Generation, Distribution and Assignment 3.1 Determine and present in tabular and/or graphic form a trip generation forecast for the proposed Project (Phase I), inclusive of Phase II development on a daily and peak hour basis. The forecasts will be based on the trip generation rates found in Trip Generation, 10th Edition, published by the Institute of Transportation Engineers (ITE) [2017]. Appropriate adjustments to the trip generation potential of the Project to account for the existing land uses (assuming fully functional restaurant), internal capture and/or pass-by traffic will be made, if applicable. 3.2 Determine the overall Project trip distribution pattern. The distribution patterns will be submitted for review and approval by City Staff prior to finalization and will be used to formalize the study area. 3.3 Develop estimated trip generation projections for each of the cumulative projects within the Project vicinity. 3.4 Assign the forecasted Daily, AM and PM peak hour trips expected to be generated by the proposed Project to the study intersections and roadway segments based on existing and anticipated traffic patterns to and from the Project site, as well as the City traffic model select zone model runs for the Project. 3.5 Distribute and assign cumulative projects traffic. 3.6 Forecast traffic volumes for the scenarios listed in Task 5.1 & 5.5 for the proposed Project traffic and cumulative projects in the study area. Task 4: Formulation of Future Traffic Volumes 4.1 Prepare City approved computer traffic model runs for baseline conditions and buildout conditions for the Daily, AM and PM peak periods. 4.2 Project future traffic volumes using the following methodology: Paul Garcia February 26, 2021 Page 6 P:\2021\P2210052 - In N Out Burger San Juan Capistrano\P2100052 - In N Out Burger, San Juan Capistrano TIA-Parking-VMT Proposal 02-26-21.doc a.Peak period traffic volumes will be converted to peak hour (i.e., one-hour) traffic volumes using a conversion factor of 0.38 for the AM peak hour and 0.28 for the PM peak hour; b.Determine the projected rate of growth; and c.Based on this determination, the growth rate will be applied to the existing Daily, AM and PM peak hour traffic volumes in order to formulate the interim phases and long-term buildout pre-Project traffic volumes, with cumulative project traffic may be added as well. 4.3 Buildout traffic volume forecasts will also be determined through utilization of the OCTAM 5.0 output via the following methodology: a.Calculate the difference between the baseline and the Year 2045 buildout peak period traffic volumes and convert to AM and PM peak hour (i.e., one- hour) link traffic volumes; b.Link traffic volumes (i.e., two-way directional traffic volumes on each roadway segment) will be post-processed using the City approved “b-turns” program and the relationship of the base year validation model run output to the base year "ground" traffic counts. Task 5: Project Evaluation and Mitigation Measure Analysis 5.1 Prepare weekday AM and PM peak hour Level of Service (LOS) calculations at up to eight (8) key intersections, inclusive of the Project driveway, for the following traffic conditions. The LOS calculations for key signalized intersections within the City of San Juan Capistrano will be calculated using the Intersection Capacity Utilization (ICU) method and the Highway Capacity Manual (HCM) method based on the City's minimum "D" level-of-service per the General Plan Growth Management Element. The Traffic Impact Analysis Scenarios are listed below: 1.Existing Traffic Conditions, 2.Existing Plus Project Traffic Conditions, 3.Scenario (2) With Improvements; if necessary, 4.Existing Plus Project Plus Cumulative Traffic Conditions, 5.Scenario (4) With Improvements; if necessary, 6.Existing Plus Project Plus Buildout Traffic Conditions, 7.Scenario (6) With Improvements; if necessary. Paul Garcia February 26, 2021 Page 7 P:\2021\P2210052 - In N Out Burger San Juan Capistrano\P2100052 - In N Out Burger, San Juan Capistrano TIA-Parking-VMT Proposal 02-26-21.doc Traffic signal cycle lengths and PHF used in any calculations shall be verified prior to intersection calculations being performed. 5.2 Assess the impact of the Project based on the results of the peak hour intersection analyses, the City’s LOS standards and application of the City’s significance criteria. Based on this assessment, determine which intersections (if any) will require improvements to mitigate potential traffic impacts associated with the proposed Project to less than significant levels. 5.3 Provide recommended mitigation measures which may include intersection and/or signalization improvements, striping modifications, the addition of auxiliary turn lanes, traffic control/limitations at site access points, etc. Please note that this proposal assumes the recommended mitigation measures can be adequately described within the text of the report. Should the City request preparation of plans to further demonstrate the feasibility of the mitigation measures, an amendment to our contract will be necessary. 5.4 Calculate the net traffic increment (fair-share percentage) due to the Project at the impacted intersections. Based on the required mitigation measures, estimate the Project’s fair-share percentage towards the cost of the proposed mitigation improvements. 5.5 Evaluate the weekday daily traffic impacts of the Project at up to five (5) key study roadway segments based on the City's minimum "C" level-of-service per the General Plan Growth Management Element. Midblock link capacity analyses will be prepared for the following Traffic Impact Analysis Scenarios: 1.Existing Traffic Conditions, 2.Existing Plus Project Traffic Conditions, 3.Scenario (2) With Improvements; if necessary, 4.Existing Plus Project Plus Cumulative Traffic Conditions, 5.Scenario (4) With Improvements; if necessary, 6.Existing Plus Project Plus Buildout Traffic Conditions, 7.Scenario (6) With Improvements; if necessary. It is noted that in support of AQ-GHG and Noise analyses, LLG will provide future cumulative and buildout daily traffic volume conditions without and with the Project. Paul Garcia February 26, 2021 Page 8 P:\2021\P2210052 - In N Out Burger San Juan Capistrano\P2100052 - In N Out Burger, San Juan Capistrano TIA-Parking-VMT Proposal 02-26-21.doc Evaluate potential weekday daily Project traffic impacts based on the City's minimum "C" link level-of-service per the General Plan Growth Management Element. If the increment in weekday daily traffic is significant, then evaluate the study link on a weekday AM and PM peak hour to determine if Project-related traffic will have a significant impact on a roadway segment’s peak hour LOS. Finally, if the increment in weekday peak hour traffic is significant, then evaluate the study link on a weekday AM and PM peak hour basis using the HCM method to determine if Project-related traffic will have a significant impact on a roadway segment’s weekday peak hour LOS. Task 6: Synchro Analysis 6.1 Using the Synchro Traffic Signal Coordination Software conduct an operational analysis of one (1) key roadway segment (Del Obispo Street) which includes up to six (6) signalized intersections in the City to determine the potential impact of Project-related traffic. Task 7: Parking Review and Site Access Evaluation, Alternative Site Plan 7.1 Prepare Level of Service (LOS) calculations at the Project driveway for the scenarios listed below, inclusive of an afternoon peak hour assessment. The LOS calculations will be based on City-approved capacity analysis methodologies (i.e., Highway Capacity Manual method). The analysis scenarios are: 1.Existing With Project Traffic Conditions, 2.Near-Term With Project Traffic Conditions, and 3.Long -Term With Project Traffic Conditions 7.2 Evaluate and comment on the proposed access and internal circulation scheme of the proposed Project, with a focus to on-site circulation layout and design, vehicle stacking at site driveway(s), sight distance, ingress and egress safety opportunities and constraints, adequate sight distances at Project driveway(s), and pedestrian circulation. Evaluate on-site circulation with regard to truck turning movements and passenger car conflicts, service/delivery access and circulation layout, and internal intersection controls. Provide circulation recommendations where necessary. Paul Garcia February 26, 2021 Page 9 P:\2021\P2210052 - In N Out Burger San Juan Capistrano\P2100052 - In N Out Burger, San Juan Capistrano TIA-Parking-VMT Proposal 02-26-21.doc 7.3 Evaluate location of the proposed Project Driveway, including the effectiveness of a single ingress/egress, driveway width, and possibility of restricting traffic exiting In-N-Out to “right-turns only” onto Del Obispo Street. 7.4 Evaluate/Analyze the potential for a dedicated left turn lane and a dedicated right-turn on Del Obispo at the project driveway. The left turn analysis will include the potential impact to existing turn movements at the other existing driveways on Del Obispo Street, particularly McDonalds (two driveways), Carl’s Jr’s (two driveway), and Chick-Fil-A (two driveways). In support of this analysis existing turning driveway counts at McDonalds, Carl’s Jr’s, and Chick-Fil-A, as well as the existing site driveway will be conducted during the weekday afternoon (11:30 AM – 1:30 PM) and evening peak period (4:00 PM – 6:00 PM). 7.5 Conduct a drive-through queuing analysis for the proposed Project based on existing studies/data accumulated from existing In-N-Out facilities in the region as well as the programs developed by In-N-Out to control queueing. 7.6 Conduct a Gap Analysis on Del Obispo between Ortega Hwy and Plaza Drive during the afternoon (11:30 AM – 1:30 PM) and evening peak periods (4:00 PM – 6:00 PM). A queuing analysis for eastbound Del Obispo shall be conducted between the south I-5 ramps and Plaza Drive. Assess access to and from the existing Fire Station driveway on Del Obispo Street. 7.7 Analysis of Alternate Site Plan – Conduct an analysis of a drive-through lane that exits with right turn only to Del Obispo Street. It is assumed that the City will provide LLG with the Alternative Site Plan to be evaluated. Task 8: Preparation of the Traffic Impact Analysis, Parking, & Site Access Analysis 8.1 Prepare a traffic impact analysis and parking analysis report that details all of the above-mentioned items, our analysis, findings and conclusions. The report will be suitably documented with tabular, graphic and appendix materials. The report will be submitted for your review and review by appropriate members of the City Staff. 8.2 Coordinate with City Staff regarding questions and comments on the traffic impact analysis and parking analysis report. If necessary, prepare a final report incorporating reasonable comments (which are within the approved Paul Garcia February 26, 2021 Page 10 P:\2021\P2210052 - In N Out Burger San Juan Capistrano\P2100052 - In N Out Burger, San Juan Capistrano TIA-Parking-VMT Proposal 02-26-21.doc scope of work and that no new data collection or additional analyses are required) and edits from City Staff, in both hard copy and digital formats. Per the City’s Scope of Work, the following products will be prepared and submitted: A.Three (3) hardcopies and a CD-R in MS Word format of the Screencheck Draft TIA. B.Three (3) hardcopies and a CD-R in MS Word format of the Draft TIA. C. Five (5) hardcopies and a CD-R in MS Word format of the Final TIA. Task 9: Attendance at Meetings 9.1 This proposal assumes preparation for and attendance by LLG at two (2) meetings with City staff and/or equivalent virtual calls or conference calls. This proposal allocates four (4) hours of preparation and participation by the Project Manager at this meeting. 9.2 Prepare for and attend one (1) public meeting/hearing with the City of San Juan Capistrano Planning Commission. This proposal allocates four (4) hours of preparation and participation by the Project Manager at this meeting. 9.3 Prepare for and attend one (1) public meeting/hearing with the City of San Juan Capistrano City Council. This proposal allocates four (4) hours of preparation and participation by the Project Manager at this meeting. VEHICLE MILES TRAVLED (VMT) ANALYSIS SCOPE OF WORK Task 10: VMT (SB 743) Analysis Memorandum 10.1 Based on our preliminary review, the Project appears to screen-out of a full VMT analysis. Based on this, LLG will conduct a detailed VMT screening analysis based on the City’s Guidelines and provide recommendations. 10.2 Prepare a draft memorandum, which details the above-mentioned items, our findings and conclusions. The memorandum will be suitably documented with appropriate text, tabular, graphic, and/or appendix materials. The draft memorandum will be submitted for your review and review by appropriate members of the Project team and City staff. Paul Garcia February 26, 2021 Page 11 P:\2021\P2210052 - In N Out Burger San Juan Capistrano\P2100052 - In N Out Burger, San Juan Capistrano TIA-Parking-VMT Proposal 02-26-21.doc 10.3 If necessary, update the draft memorandum based on Project team and City staff comments, and submit a final VMT analysis memorandum to the City of San Juan Capistrano. FEE ESTIMATE We estimate that our fee for the services outlined above in Tasks 1 through 13 will not exceed $39,520.00 without your prior authorization. Our fees will be billed monthly on a time-and-reimbursable expense basis according to the attached Fee Schedule. We estimate that our fee for the preparation of the Traffic Impact, Parking & Site Access Analysis (Tasks 1 through 8, including intersection and driveway traffic counts, gap analysis observations and the modeling support) will not exceed $33,820.00. For Task 9, we request a budget of $3,200 for participation via video/teleconferencing at two (2) meetings with the project team and one (1) Planning Commission meeting and one (1) City Council meetings. Our fees for the services outlined above in Task 10, all of which is associated with the VMT Analysis based on the Project screening out, will not exceed $2,500.00. See Table 1 and the text below for a detailed cost breakdown. TABLE 1 PROJECT COST BREAKDOWN Task Description Cost Estimate "Traffic Impact Analysis Preparation (Tasks 1 – 9; including traffic counts and modeling support) $33,820.00 Subtotal TIA Preparation (Tasks 1 –9) $33,820,00 "Attendance at two (2) City Staff Meetings (Task 9.1) $800.00 "Attendance at one (1) Planning Commission Meeting (Task 9.2) $800.00 "Attendance at one (1) City Council Meeting (Task 9.3) $1,600.00 Subtotal TIA Support (Task 10) $3,200.00 Total (Tasks 1 – 9): Traffic Impact Analysis Report $37,020.00 Total (Tasks 10): VMT Analysis Memorandum $2,500.00 Total Contract Amount $39,520.00 Page 1 of 3 61147.02100\24464451.1 AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND LG2WB ENGINEERS, INC., A CALIFORNIA CORPORATION, DBA LINSCOTT, LAW & GREENSPAN ENGINEERS 1. Parties and Date. This Amendment No. 1 to the Professional Services Agreement is made and entered into as of this _______________ day of ___________, 2021, by and between the City of San Juan Capistrano, a municipal organization organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 (“City”) and LG2WB Engineers, Inc., a California corporation, dba Linscott, Law & Greenspan, Engineers, with its principal place of business at 2 Executive Park, Ste. 250, Irvine, CA 92614 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant have entered into an agreement entitled “Professional Services Agreement” dated March 15, 2021 (“Agreement”) for the purpose of preparation of a Focused Traffic Impact Analysis, Parking Analysis and Vehicle Miles Traveled (VMT) Analysis. 2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to include additional scope of work and increase the not-to-exceed compensation amount. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3 of the Agreement. 3. Terms. 3.1 Amendment to Section 1. Services. Section 1. Services of the Agreement is hereby amended in its entirety to read as follows: 1.Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A,” and the supplemental Scope of Work described in the Page 2 of 3 61147.02100\24464451.1 Scope and Budget Letter attached hereto as Exhibit “B.” 3.2 Amendment to Section 2. Compensation. Section 2 of the Agreement is hereby amended to read as follows: 2.Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A,” and the supplemental task budget set forth in the Scope and Budget Letter attached hereto as Exhibit “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $44,020. 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. 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No.1. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.5 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. [Signatures on Next Page] 7/27/21 Paul Garcia July 12, 2021 Page 2 N:\4300\2214389 - In-N-Out Burger, San Juan Capistrano\19 - NPA and Contract\Contract Amendment\4389-1 - Contract Amendment #1 (07-12-21).docx Client: Paul Garcia, Associated Planner City of San Juan Capistrano 34200 Paseo Adelanto San Juan Capistrano, CA 92675 949.443.6327 pgarcia@SanJuanCapistrano.org Project: In-N-Out Burger San Juan Capistrano, Orange County, California ADDITIONAL WORK: Task 1: Data Collection 1.1 Conduct traffic counts during the Midday peak period (11:30 AM to 1:30 PM) at up to eight (8) key study intersections located within the vicinity of the proposed Project. 1.2 Conduct 24-hour daily traffic counts at five (5) key study roadway segments located within the vicinity of the proposed Project. 1.3 Conduct drive-through queuing observations from 11:30 AM to 6:00 PM for both a Thursday and a Saturday at two (2) existing In-N-Out Burger locations in the vicinity of the proposed Project. 1.4 Conduct trip generation observations during the Midday peak period (11:30 AM to 1:30 PM) and the PM peak period (4:00 PM to 6:00 PM) for both a Thursday and a Friday at two (2) existing In-N-Out Burger locations in the vicinity of the proposed Project. 1.5 Based on the trip generation observations, develop existing In-N-Out Burger trip generation rates to be utilized in the proposed Project trip generation forecast. Paul Garcia July 12, 2021 Page 3 N:\4300\2214389 - In-N-Out Burger, San Juan Capistrano\19 - NPA and Contract\Contract Amendment\4389-1 - Contract Amendment #1 (07-12-21).docx FEE ESTIMATE Similar to current contract, we request an additional authorization for $4,500.00 for a total adjusted authorization of $44,020.00. Current Contract Authorization: $ 39,520.00 Contract Amendment No. 1 Budget Request: $ 4,500.00 Adjusted Contract Amount: $ 44,020.00 Upon return of a fully executed authorization, this service fee and condition shall become a part of the Contract Agreement dated March 15, 2021, except as amended herein. Requested by: Approved by: Linscott, Law & Greenspan City of San Juan Capistrano Engineers By: By: Title: Principal Title: Date: July 12, 2021 Date: Benjamin Siegel City Manager 7/27/21