1999-0212_CULBERTSON, ADAMS, & ASSOCIATES_Amendment to Professional Services AgrAMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
THIS AMENDED AGREEMENT is made and entered into this 12'h day of
February 1999, by and between the City of San Juan Capistrano (hereinafter referred to
as the "City") and CULBERTSON, ADAMS & ASSOCIATES (hereinafter referred to
as "Consultant")., a California Corporation
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal for the Preparation of Environmental Documentation in Support of an
Application to Appropriate Water by Permit; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
WHEREAS, the original contract with Consultant, dated August 25, 1998, was
exhausted due to additional coordination with City, Trager Law Offices and the
California Department of Fish and Game; and
WHEREAS, Consultant has requested an amendment to the original agreement to
finalize the Negative Declaration for public review notices, printing and mailing charges,
respond to comments, prepare a Mitigation Monitoring Program and attend public
hearings.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1.. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks as set
forth in Exhibit "A," attached and incorporated herein by reference.
Consultant warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of its
profession.
Section 2. Terni.
This Agreement shall commence on the effective date of this Agreement and
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services required hereunder shall be completed by no later than six months.
Section 3. Compensation.
3.1. Amount.
Total. compensation for the amended scope of services for this Project shall
not exceed Nine Thousand, five hundred dollars ($9,504), as set forth in Exhibit "B,"
attached and incorporated herein by reference.
3.2 Rate Schedule.
The services shall be billed to the City at the hourly rate set forth in Exhibit
"A," attached and incorporated herein by reference. Included within the compensation
are all the Consultant's ordinary office and overhead expenses incurred by it, its agents
and employees, including meetings with the City representatives and incidental costs to
perform the stipulated services. Submittals shall be in accordance with Consultant's
proposal.
3.3 Method of Payment.
Consultant shall submit monthly invoices based on total services which
have been satisfactorily completed and specifying a percentage of projected completion
for approval by the City. The City will pay monthly progress payments based on
approved invoices in accordance with this Section.
For extra work not part of this Agreement, a written authorization from City
is required prior to Consultant undertaking any extra work.
3.4 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of City, and shall obtain no rights to any benefits which accrue to
City's employees.
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Section 5. Limitations Upon Subcontracting and Assi nment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with. any other entity to perform the services required
without written approval of the City. This Agreement may not be assigned., voluntarily or
by operation of law, without the prior written approval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to City for the acts and omissions of its subcontractor as it is for persons
directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any subcontractor and City. All persons engaged in the work will
be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Chanes to Scope of Work.
In the event of a change in the Scope of Work provided for in the contract
documents as requested by the City, the Parties hereto shall execute an addendum to this
Agreement setting forth with particularity all terns of the new agreement, including but
not limited to any additional Consultant's fees.
Section 7. Familiarity with Work and Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) it has investigated the proposed construction site, including the
location of all utilities, and is aware of all conditions there; and (3) it understands the
facilities, difficulties and restrictions of the work under this Agreement. Should
Consultant discover any latent or unknown conditions materially differing from those
inherent in the work or as represented by City, it shall immediately inform. City of this
and shall not proceed with further work under this Agreement until written instructions
are received from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
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Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
At the completion of the contract period, Consultant shall have delivered to City at
least one (1) copy of any final reports and architectural drawings containing Consultant's
findings, conclusions, and recommendations with any support documentation. All reports
submitted to the City shall be in reproducible format.
All services to be rendered hereunder shall be subject to the direction and approval
of the City.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are
confidential to the extent permitted by law, and Consultant agrees that they shall not be
made available to any individual or organization without prior written consent of the City.
All such reports, information, data, and exhibits shall be the property of the City and
shall. be delivered to the City upon demand without additional costs or expense to the
City. The City acknowledges such documents are instruments of Consultant's
professional services.
Section 1.3. Indemnity.
Consultant agrees to protect, defend and hold harmless City, its elected and
appointed officials and employees fiom any and all. claims, liabilities, expenses or
damages of any nature, including attorneys' fees, for injury or death of any person or
damage to property or interference with use of property and for errors and omissions
committed by Consultant arising out of or in connection with the work, operation or
activities of Consultant, its agents, employees and subcontractors in carrying out its
obligations under this Agreement.
Section 14. Insurance.
Insurance required herein shall be provided by Admitted Insurers in. good standing
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with the State of California.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive General Liability coverage in the following minimum.
amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive Automobile Liability coverage, including owned, hired and
non -owned vehicles in the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
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endors
If the policy of insuraaa��i n on a "claims made" basis, said policy
shall be continued in ' li-r ce nd effect at all times in e term of this Agreement
and fox_ o of five (5) years from the date of completion of olrsu4tants Scope of
14.5 Notice of Ca ncellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled,
nor the coverages reduced, until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to failure to
pay a premium.
14.6 Proof of Insurance Requirements.
Consultant shall submit the endorsement and insurance certificate,
including the deductible or self -retention amount, to the City's General Counsel for
certification that the insurance requirements of this Agreement have been satisfied prior
to beginning any work under this Agreement.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
Section 15. Termination.
City and Consultant shall have the right to terminate this Agreement without cause
by giving thirty (3 0) days' advance written notice of termination to the other party
In addition, this Agreement may be terminated for cause by providing ten (10)
days' notice to the other party of a material breach of contract. If the other party does not
cure the breach of contract, then the agreement .may be terminated subsequent to the ten
(10) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall be
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used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Director of Administrative Services
To Consultant: Culbertson, Adams & Associates
85 Argonaut, Suite 220
Aliso Viejo, CA 92656-4105
Atm: Phil Martin, V.P. of Environmental Services
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
Section I.S. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CFIN OF SAN JUAN4APISTRANO
CONSULTANT
Culbertson, Adams & Associates, Inc., a California
85 Argonaut, Shite 220 Corporation
Aliso Viejo, CA 92656-4105
BY:M. Andriette Culbertson
President
A ST:
Cheryl Jo • n, ity Clerk
APPR7aw,
TO FORM:
John R. ty Attorney
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