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20-0602_WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS, INC._Agenda Report_E10City of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: Benjamin Siegel, City Manager SUBMITTED BY: Thomas Toman, Public Works Director PREPARED BY: Joe Parco, P.E., City Engineer Jeremy Hohnbaum, P.E., Senior Civil Engineer DATE: June 2, 2020 SUBJECT: Amendments to Professional Services Agreements for San Juan Creek Arizona Crossing Removal Project (CIP 20202) and Stream Bank Restoration Project (CIP 20203) (Wood Environment & Infrastructure Solutions, Inc.) RECOMMENDATION: 1.Approve and authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Wood Environment & Infrastructure Solutions, Inc. to provide additional regulatory support and riparian bird surveys necessary to obtain the required resource agency permits for the San Juan Creek Arizona Crossing Removal Project (CIP 20202), for an amount not-to-exceed $5,818; and, 2.Approve and authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Wood Environment & Infrastructure Solutions, Inc. to provide additional regulatory support and riparian bird surveys necessary to obtain the required resource agency permits for the Stream Bank Restoration Project (CIP 20203), for an amount not-to-exceed $5,818. EXECUTIVE SUMMARY: On July 2, 2019, the City Council approved Professional Services Agreements with Wood Environment & Infrastructure Solutions, Inc. (Wood) to provide design and environmental services for the San Juan Creek Arizona Crossing Removal Project and Stream Bank Restoration Project (Attachments 1 and 2). A location map is included as Attachment 3. 6/2/2020 E10 City Council Agenda Report June 2, 2020 Page 2 of 4 The scope of work included design, project management services, environmental, and resource agency permitting services. However, due to additional studies required by the applicable resource agencies - including additional monitoring, coordination and reporting services - staff is recommending that the City Council approve amendments to both agreements with Wood to provide additional regulatory support and riparian bird surveys (necessary to obtain the required resource agency permits), each in an amount not-to- exceed $5,818 (Attachments 4 and 5). DISCUSSION/ANALYSIS: The San Juan Creek Arizona Crossing Removal Project consists of the complete removal of the existing creek-bottom pathway (i.e. Arizona Crossing) that crosses San Juan Creek near the southerly end of the Riding Park. The work entails the removal of all miscellaneous debris from the Arizona Crossing, which includes soil, concrete, large boulders, and metal culverts. The Stream Bank Restoration Project will remove and recompact approximately 1,200 linear feet of poorly compacted fill soils that make up the San Juan Creek slope directly adjacent the Riding Park. Due to the nature and location of both projects, resource agency permits are required from the U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service and the San Diego Regional Water Quality Control Board prior to beginning construction. Wood has completed the design plans and specifications, prepared the environmental documentation necessary for both projects, and is currently engaged in the process of obtaining the required resource agency permits, with the first resource permit application submitted in December 2019. During the resource agency review process, the City received comments requiring field monitoring and documentation of the potential presence, or absence, of wildlife protected under federal and state regulations for endangered species. As established under protocols by the U.S. Fish and Wildlife Service (USFWS), riparian bird surveys must be conducted during the Least Bell’s Vireo nesting season (April to August) and the Southwestern Willow Flycatcher season (May 15 - July 14). The monitoring of these species was not originally anticipated and therefore was not included in the original scope of work for the projects. Wood has been able to conduct four of the eight required riparian bird surveys using the contingency budgeted in the original agreements. Additional work in the amount of $11,635 is needed in order to complete the remaining four surveys, coordinate with resource agencies, and prepare the project documentation required by the resource agencies. As a result, in order to streamline and simplify the resource agency permit processing, staff combined and submitted both the San Juan Creek Arizona Crossing Removal Project and the Stream Bank Restoration Project into a single application to the resource agencies. The total cost for this work is split equally between both Projects, and the additional scope and fee is outlined in the proposals included in Attachments 4 and 5. City Council Agenda Report June 2, 2020 Page 3 of 4 FISCAL IMPACT: Amendments No. 1 to the two PSAs with Wood would increase the Wood contracts for both projects by $5,817.50 relative to their approved not-to-exceed amounts of $62,150 (Arizona Crossing: CIP 20202) and $161,850 (Stream Bed Restoration: CIP 20203). There is adequate funding available in both project budgets to cover these costs. ENVIRONMENTAL IMPACT: In accordance with the California Environmental Quality Act (CEQA), the recommended action is exempt from CEQA per Section 15061(b)(3), which is the general rule that CEQA applies only to projects that 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. Amendments to Professional Services Agreements to perform riparian bird surveys and resource agency reporting services would not be an activity with potential to cause significant effect(s) on the environment and are therefore exempt from CEQA. PRIOR CITY COUNCIL REVIEW: • On March 17, 2020, the City Council adopted a resolution approving the Mitigated Negative Declaration/Mitigation Monitoring Reporting Program for the San Juan Creek Arizona Crossing Removal Project (CIP 20202) and the Stream Bank Restoration Project (CIP 20203). • On July 2, 2019, the City Council approved the agreements for Design and Environmental Services for the San Juan Creek Arizona Crossing Removal Project (CIP 20202) and the San Juan Creek Stream Bank Restoration Project (CIP 20203) (Wood Environment & Infrastructure Solutions Inc.) • On June 4, 2019, the City Council adopted the budget that included the Seven- Year Capital Improvement Program (CIP) for Fiscal Years 2019-2020 through 2025-2026 that included the San Juan Creek Arizona Crossing Removal Project (CIP 20202) and the Stream Bank Restoration Project (CIP 20203). COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: This item does not require commission, committee, or board review. NOTIFICATION: Ted Von Bitner, Wood Environmental and Solutions, Inc. Blenheim Facilities Management LLC Orange County Coastkeeper City Council Agenda Report June 2, 2020 Page 4 of 4 ATTACHMENTS: Attachment 1: PSA with Wood for SJC Arizona Crossing Removal Project (CIP 20202) Attachment 2: PSA with Wood for SJC Stream Bank Restoration Project (CIP 20203) Attachment 3: Location Map Attachment 4: Proposed Amendment No. 1 for CIP 20202 Attachment 5: Proposed Amendment No. 1 for CIP 20203 7 CITY OF SAN'JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of July 2, 2019 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 ofbusiness at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and Wood 'Environment & Infrastructure Solutions, Inc., a Nevada corporation, with its principal place of business at 1105 Lakewood Parkway, Suite 300 Alpharetta, Georgia 30004 (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: San Juan Creek Arizona Crossing Removal Project (CIP 20202) 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." for the San Juan Creek Arizona Crossing Removal Project (CIP 20202) 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 "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $62,150. 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. 1 61147.02100132214222.2 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 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. Term The term of this Agreement shall be from July 2, 2019 to January 2, 2022 unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement 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. 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"). 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. 2 61147.02100\32214222.2 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. 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 performanceof 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 3 61147.02100132214222.2 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 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 1;0 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. 4 61147.02100\32214222.2 t 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 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)"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 5 61147.02100132214222.2 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 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, 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 thelimits 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. Qualifvinq 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. 6 61147.02100\32214222.2 . 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 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 ori 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 oragents 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 far such claim, including the cost to defend, shall not 1 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 7 61147.02100\32214222.2 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, 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. 8 61147.02100\32214222.2 3 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. 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 Theodore W. Von Bitner 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 Wood Environment & Infrastructure Solutions, 32400 Paseo Adelanto Inc. San Juan Capistrano, CA 92675 1105 Lakewood Parkway, Suite 300 Attn: Joe Parco, City Engineer, Public Works Alpharetta, Georgia 30004 Attn: Theodore W. Von Bitner 9 61147.02100\32214222.2 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 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 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 Time is of the essence for each and every provision of this Agreement. 29. City's Right to Employ Other Consultants 10 1 61147,02100\32214222.2 y i 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 orwiolation 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] ti 11 61147.02100132214222.2 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF SAN JUAN CAPISTRANO AND WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS,INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO WOOD ENVIRONMENT& INFRASTRUCTURE SOLUTIONS, INC. By: By: nj7 Si gel, City Manager Atljtj Its: Senior Associate Project Manager Printed Name:Theodore W. Von Bitner ATTEST: By: CO\ :..: z2 'orCler APPROVED AS TO FORM: By: ity A torney 12 61147.02100\32214222.2 EXHIBIT A Scope of Services 1361147.02100\109747773 Updated March 2019 wood. June 20, 2019 Joe Parco, City Engineer Public Works and Utilities Department City of San Juan Capistrano San Juan Capistrano, CA 92675 Subject: REVISED Scope of Services for Rancho Mission Viejo Riding Park at San Juan Capistrano Arizona Crossing Removal Construction Plan Set and CEQA and Regulatory Permitting Dear Joe, Wood Environment& Infrastructure Solutions, Inc. (Wood)is pleased to present this proposal for revised professional services in support of the stream bank stabilization project in San Juan Creek adjacent to the Rancho Mission Viejo Riding Park at San Juan Capistrano (Riding Park) in San Juan Capistrano, California. Wood proposes professional engineering services for the development of plans and specifications and environmental documentation compliant with CEQA and provide assistance with the permitting processes required Section 404 and Section 401 of the Clean Water Act (CWA) and Section 1600 of the California Department of Fish and Game Code. Wood developed the scope of services in this proposal in accordance with the Consent Decree terms and conditions. This scope of services focuses on the removal and re-vegetation of the existing Arizona crossing and impacted area in accordance with the Consent Decree. In order to avoid concerns related to segmenting under CEQA, Wood has been directed to manage these three elements as one capital improvement project rather than three separate projects. As such, additional work must be completed in order to have the necessary permits ready by the August 13,2019 deadline described in the Consent Decree This scope of services details the scope of work, budget, and schedule for the development of the plans and specifications and includes the remaining effort for the 60% construction package and planting and irrigation design plans, which were started under the limited scope approved on May 16, 2019. If the amount of effort is different than what is detailed in the following documents. Wood reserves the right to request additional services and not proceed with any potential out of scope work. Wood Environment&Infrastructure Solutions,Inc. 9177 Sky Park Court•San Diego,CA 92123-4341 USA Tel.+1:858.278.3600•Fax:+1 858.278,5300 woods Scope of Work: Task 1 —Project Coordination Project coordination for the preparation of the plans and specifications includes the following tasks: Coordination with the City of San Juan Capistrano (City of SJC) including 7 in-person meetings and progress updates and weekly and bi-weekly conference calls for 18 weeks; CEQA coordination including preparation of engineering documents and information necessary for the permit applications and CEQA document. The information needed for the draft CEQA document and permits will be based on the 60% design. The subsequent design packages will be made available to the agencies; Restoration design coordination including one investigative site visit and one site visit with the associated resource agencies. Task 1 Deliverables:Meeting notes and action items, in email format, for the in-person meetings and the engineering-related weekly conference calls. Task 2—90% Plans and Specifications Preparation and Submittal The 90% plans and specifications will include the include the following items: Plan Set— Title Sheets, Construction Phasing Outline, Grading Plan, Cross Sections and Planting and Irrigation plans, Erosion Control Sheets(3—4 sheets at 1:20 scale) Water Quality Management Checklists Specifications— To be included in the City of SJC Specification Template Engineer's Estimate of Construction Cost— 20% Stormwater Pollution Prevention Plan (SWPPP) Comment Response Matrix— Excel spreadsheet Task 2.1 —Plan Set One meeting will be held with, both the City of SJC and Orange County Coastkeeper (OCCK) following their reviews of the 60% submittal package to discuss comments. Only one set of comments is assumed from each stakeholder. Wood will address the comments during the preparation of the 90% plan set and a comment response matrix will be provided as part of the 90% submittal. Erosion control sheets will be added into the 90% plan set. These sheets will provide construction BMPs for disturbed- areas during construction, as well as planned construction access and staging areas. l 2 Wood. Task 2.2—Specifications Project specifications will refer to the Standard Specifications for Public Works Construction(2018 Greenbook)and Caltrans Standard Specifications 2018. If necessary, additional guidance will be prepared to be included in City of SJC Specifications template. The amount of effort is unknown at this time and assumptions on the number of hours is detailed in the cost estimate in Attachment B. Task 2.3—Engineer's Estimate of Construction Cost An estimate of construction cost(+/-20%)will be developed for the construction of the project based on the best available data at the time of development. If available, current bid item history from the City of SJC would be beneficial. Maintenance and monitoring costs for the first 5 years will be included for the planting and irrigation plan. Each bid item will be one line item and the unit of measure, unit of cost, associated specification section and total cost will be specified. Task 2.4—SWPPP Preparation of a Storm Water Pollution Prevention Plan (SWPPP) per the current Construction General Permit requirements for the total project area within the identified construction limits. Task 2.5—QA/QC Review&90% Submittal An internal QA/QC review will be completed. Comments will be addressed internally, and the' I plans prepared for submittal to the City of SJC for review. Task 2 Deliverables:Electronic versions, PDF format, of the 90%plan set, Engineer's Estimate of Construction Cost, specifications, the SWPPP and the comment response matrix. Task 3— 100%Plans and Specifications Preparation and Submittal The 100% plans and specifications will include the same items as for the 90% submittal, except the range of the Engineer's Estimate of Construction Cost will be decreased to+l- 10%. Task 3.1 —Plan Set, Specifications, Engineer's Estimate of Construction Cost and the SWPPP One meeting will be held with the City of SJC after their review of the 90% submittal package to discuss comments. One set of comments is assumed. Comments will be addressed during the ' preparation of the 100% plan set and a comment response matrix will be provided as part of the 100% submittal. The engineer's estimate of construction cost will be updated to decrease the potential range to+/- 10%. Task 3.2—QA/QC Review& 100% Submittal An internal QA/QC review will be completed. Comments will be addressed internally, and the plans prepared for submittal to the City of SJC. 3 wood Task 3 Deliverables:Electronic versions, PDF format, of the 100%plan set, Engineer's Estimate of Construction Cost, specifications, the SWPPP and the comment response matrix. Task 4—Final Plans and Specifications Preparation and Submittal The final plans and specifications will include the same items as for the 100% submittal. These plans will be labeled as "ISSUED FOR CONSTRUCTION"and signed by the engineer of record. Task 4.1 —Plan Set, Specifications, Engineer's Estimate of Construction Cost and the SWPPP One meeting will be held with the City of SJC after their review of the 100% submittal package to discuss any comments. The comments will be addressed during the preparation of the Final plan set and a comment response matrix will be provided as part of,the Final submittal. Task 4:2—QA/QC Review& Final Submittal An internal QA/QC review will be completed. Comments will be addressed internally, and the plans prepared for submittal to the City.of SJC. Task 4 Deliverables:Electronic versions, PDF format, of the Final plans(including the AutoCAD drawings), Engineer's Estimate of Construction Cost, specifications (word format as well), the SWPPP and the comment response matrix. Task 5—CEQA Compliant Environmental Documentation The' CEQA Compliant Environmental Documentation was started under a previous,task order approved on January 24,2019.The following tasks includes the remaining effort for CEQA related efforts. Based on our meeting with the City on November 7, 2018 and subsequent,communication with Best Best&Krieger(BBK)on December 12, 2018, we understand that the City intends to pursue the preparation of an Initial Study/ Mitigated Negative Declaration (IS/MND) in order to comply with CEQA. Subtask 5.1 Public Draft Initial Study/Mitigated Negative Declaration Wood will incorporate one (1) round of consolidated comments tothe First and Second Administrative Draft IS — provided by City staff in MS Word format with tracked changes — and will prepare a screencheck Public Draft IS/ND for City staff and legal counsel approval. Following approval of the screencheck, Wood will finalize the Public Draft IS/ND for publication, distribution, and noticing. Task 5.1 Deliverables:Electronic files and PDF format Subtask 5.2 Public Circulation and Noticing CEQA Section 15205(d) requires a 30-calendar-day review period for CEQA documents submitted to the California State Clearinghouse (SCH). Under this task, Wood will prepare a 4 n wood Notice of Completion (NOC) and will circulate the environmental document for public review through the SCH (including delivery of 15 summary forms and 15 CDs of the Public Draft IS/MND and technical appendices). Wood will work with City staff to develop a public notice and will circulate up to 100 electronic copies of the Public Draft IS/MND, including appendices, to a list of interested agencies, non-governmental organizations, and interested members of the public to be provided by the City. Wood will also prepare and publish a Notice of Availability (NOA) in the weekend edit of the local newspaper(e.g, The Capistrano Dispatch).Wood will provide up to five 5) hardcopies and five (5)electronic copies of the Public Draft IS/MND. Task 5.2 Deliverables:5 hard copies and•5 electronic copies. Subtask 5.3 Response to Comments and Final Initial Study/Negative Declaration Following the close of the public comment period, Wood will prepare responses to comments received on the Public Draft IS/MND. Wood assumes that up to 50 discrete comments on the Public Draft IS/MND will require individual responses. Wood will work with City staff to incorporate minor clarifying revisions to the Public Draft IS/MND, as necessary, and will prepare a Draft Final IS/MND for City staff review. Wood will incorporate one (1) round of consolidated comments to the Draft Final IS/MND — provided by City staff in MS Word format with tracked changes— and will prepare a Final IS/ND for City staff approval. Wood will provide up to five (5) hardcopies and five (5) electronic copies of the Final IS/MND. Task 5.3 Deliverables: 5 hard copies and 5 electronic copies. Task 6--Regulatory Agency Permitting The regulatory agency permitting was started under a previous task order approved on January 24,2019. Federal,state, and local wetlands permits may be required based on project alignment, construction methods, known resources, and structures present. Permit applications and approvals will run concurrently with the CEQA process. Initial steps in the permitting process include setting up pre-application meetings with potential regulatory agencies and presenting the proposed project design details and minimization measures proposed. This scope includes preparation of materials and attending one pre- application Meeting. Potential permitting needs including the following: U.S. Army Corps of Engineers (USACE) permits the deposition of fill material into jurisdictional waters under Section 404 of the Clean Water Act. This scope includes the continued preparation of a Section 404 permit under Nationwide Permit 13 for streambank stabilization and Nationwide Permit 27 for habitat restoration. CDFW permits alterations to streams and riparian communities under the Section 1602 of the CDFG. This scope includes the continued preparation and submittal of a Section 1602 application. The Regional Water Quality Control Board (RWQCB) would provide Section 401 Water Quality Certification should a Section 404 permit be necessary. This scope includes the continued preparation and submittal of a Section 401 application. 5 wood. Permit fees are required for RWQCB,based on'impact area,and CDFW, based on cost of project, and are not included in this scope. Applications will be made available for review and signature by City officials in draft form prior to submittal to the agencies. Task 7—Project Management This task includes time for management of this project under the current contract, providing on going project support, preparing monthly invoices and preparing monthly progress reports. The progress reports will be submitted with the invoice and will summarize the progress made for the current billing period and the anticipated progress for the next billing. Limitations All services not expressly included, are excluded from Wood's Scope of Services. Wood will provide the services described herein using commercially reasonable best efforts consistent with the level and skill ordinarily exercised by members of the profession currently practicing under similar conditions. The quality of information, conclusions, and estimates contained herein is consistent with the level of effort involved in Wood's services and based on: i) information available at the time of proposal preparation, ii) data supplied by outside sources, and iii) the assumptions, conditions, and qualifications set forth in this proposal. Task 7—Additional Drafts IIG This task includes time for 60% plans and specifications response to comments and additional drafts which may be requested from environmental agencies for the 90% and 100% plan submittals. This task assumes two additional drafts per submittal to Orange County Coast Keeper OCCK) and to any applicable agencies. Assumptions and Exclusions This scope of work does not include any construction or bidding support: Plans will be prepared under the responsible charge of a California licensed civil engineer; CAD drawings will conform to the applicable City of SJC'specifications and standard(s); Level of effort to complete the above tasks are identified in the associated cost estimate spreadsheet in Attachment B; Existing site survey data is adequate for design purposes. Should a new survey be necessary,Wood will advise the client and obtain authorization for completing the survey. A scope and budget amendment may be necessary to complete this additional task; The project will not be considered a, "High Priority" project per the National Pollutant Discharge Permit Elimination Systems (NPDES) Permit R9-2015-0100 and a Water Quality Management Plan (WQMP)will not be required; An evaluation of the depth to shallow groundwater will be attempted with existing data. If the existing data is not adequate, Wood will advise the client and obtain authorization for completing a Depth to Groundwater Study. A scope and budget amendment may be necessary to complete this additional task; The Risk Level assumed in this scope of work is based on the estimated construction length. If the actual construction length is different and the Risk Level changes, a scope 6 1 wood. and budget amendment may be necessary to complete this additional task associated with an increase in Risk Level; Non-prevailing wage rates are assumed for all work; Travel time to the project site is based upon trip origination at the Wood Costa Mesa, San Diego and LA offices; All fees associated with permitting will be paid by the Client; and Review comments will be provided to Wood within the time frame stated within Attachment A of this proposal. Approval of this scope of services by the City authorizes Wood to transfer budgets between tasks in response to changes in project priorities or changes in technical approach as directed by the City with the total amount of the scope of services not to exceed the amount listed in 'Attachment B, Table 1. Any additional considered out-of- scope will be discussed with the City prior to Wood beginning work. Key personnel for these tasks are: Technical Lead: Keri Gannon, P.E., (858) 514-6417, keri.gannon@woodplc.com Assistant Project Manager: Matt Rich, (858)514-6478, matt.rich@woodplc.com Project Manager: Ted VonBitner, Ph.D., (858)514-7741,theodore.vonbitner@woodplc.com Wood will complete this work on a time and materials basis according to contracted hourly labor rates, not to exceed $56,485, shown in Attachment B. Wood began these services concurrently with preparation of the scope and fee. Wood requests that the fully executed agreement has a project start date of July 2, 2019. The schedule for these services shown in Attachment A assumes a project start date of July 2, 2019 and the receipt of an NTP no later than July 3, 2019. 7 wood. Please do not hesitate to contact us if you have any questions.We appreciate the opportunity to work with you on this project and we look forward to seeing it through completion. Sincerely, Wood Environment&Infrastructure Solutions, Inc. If. Keri Gannon, P.E., C68877 (CA)Ted VonBitner, Ph.D., Technical Lead Project Manager 8 EXHIBIT B Schedule of Charges/Payments Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract. 14 61147.02100110974777.3 Updated March 2019 wood. ATTACHMENT A - SCHEDULE This scope of work can be completed per,the schedule in Table 2. The proposed schedule is contingent upon Wood receiving a fully executed NTP dated July 2, 2019 for this scope of services and the timely review of the submittal packages by the involved agencies per the attached detailed schedule. The City has been allotted 2 weeks for review of each plan and specification submittal. TABLE 2: Project Schedule Tasksr' DescilptlonI 7 7' Scope of work completion estimatedTask1ProjectCoordination to be December 2020. 90%Plans and Specifications to City 9/2/2019 90% Plans and Specifications to Orange Task 2 9/17/2019 County Coast Keeper(OCCK) 90% Plans and Specifications to Agencies 9/27/2019 100% Plans and Specifications to City 10114/2019 Task 3 100% Plans and Specifications to OCCK 10/28/2019 100% Plans and Specifications to Agencies 11/04/2019 Task 4 Final Plans and Specifications to City 11/08/2019 CEQA Compliant Environmental Documentation First Admin Draft IS/MND to OCCK 7/15/2019 First Admin Draft IS/MND to Agencies 8/13/2019 Second Admin Draft IS/MND to City 8/30/2019 Task 5 Second Admin Draft IS/MND to OCCK j 9/16/2019 Second Admin Draft IS/MND to Agencies 9/30/2019 Public Draft for Public Review 11/15/2019 Draft Final IS/MND to City 1/10/2020 Final IS/MND to City 1/24/2020 Regulatory Agency Permitting CWA 401/404, and 1600 permits to the City 7/3/2019 Task 6 CWA 401/404, and 1600 permits to the OCCK 7/15/2019 CWA 401/404, and 1600 permits to the 8/13/2019 Agencies Scope of work completion estimated to Task 7 Project Management be December 2020. 2 wood. ATTACHMENT B - FEE ESTIMATE A further breakdown of the costs is provided in the attached cost estimate. Specific assumptions of the number of hours for certain tasks, such as meetings and conference calls, are noted in the cost estimate. TABLE 1: Cost Breakdown t`for TasksDescription` karts!'._ ss._ r;._.__. ---:...__..__ _ Crossing. I Task 1 Project Coordination 11,612 Task 2 90% Plans and Specifications 8,499 Task 3 100% Plans and Specifications 3,996 . Task 4 Final Plans and Specifications 2,376 Task 5 CEQA Compliant Environmental 7,201 Documentation Task 6 Regulatory Agency Permitting, 3,967 Task 7 Project Management(Crossing and 12,801 CEQA) 60% Plans and Specifications Task 8 Response to Comments and Additional $6,033 Drafts Total Sum All Tasks $56,485 E 3 t t z 1 CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of July 2, 2019 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 Wood Environment & Infrastructure Solutions, Inc., a Nevada corporation, with its principal place of business at 1105 Lakewood Parkway, Suite 300 Alpharetta, Georgia 30004 (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: San Juan Creek Stream Bank Restoration Project (CIP 20203) 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." for the San Juan Creek Stream Bank Restoration Project (CIP 20203). 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"B. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $161,850. 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 1 61147.02100132214219.2 the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of ëstimated changes ih fee or schedule. An amendment to this Agreement shall 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. Term The term of this Agreement shall be from July 2, 2019 to January 2, 2022 unless earlier terminated as provided herein. The Parties may, by-mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement 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. 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"). 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. 2 61147.02100\32214219.2 r 8. Standard of Care Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent withthe level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 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, I 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 3 61147.02100132214219.2 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 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 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. 4 61147.02100\32214219.2 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 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) 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 5 61147.02100132214219.2 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 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, 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 vlfith 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. 6 61147.02100\32214219.2 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 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 7 61147.0210032214219.2 ' 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, 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. 8 61147.02100\32214219.2 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. 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 Theodore W. Von Bitner 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 Wood Environment & Infrastructure Solutions, 32400 Paseo Adelanto Inc. San Juan Capistrano, CA 92675 1105 Lakewood Parkway, Suite 300 Attn: Joe Parco, City Engineer, Public Works Alpharetta, Georgia 30004 Attn: Theodore W. Von Bitner 9 61147.02100\32214219.2 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 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 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 Time is of the essence for each and every provision of this Agreement. 29. City's Right to Employ Other Consultants 10 61147.02100\32214219.2 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 rescindthis'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\32214219.2 1 E1 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF SAN JUAN CAPISTRANO AND WOOD ENVIRONMENT &INFRASTRUCTURE SOLUTIONS,INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS, INC. By: J By: Vim' Benjamin Si-gel, City Manager Its: Senior Associate Project Manager9 Printed Name:Theodore W. Von Bitner ATTEST: By: Ci Clerk APPROVED AS TO FORM: By: adir°°11 11111111r Attorney - 12 61147.02100\32214219.2 EXHIBIT A Scope of Services 13 61147.02100\10974777.3 Updated March 2019 wood. June 20, 2019 Joe Parco, City Engineer Public Works and Utilities Department City of San Juan Capistrano San Juan Capistrano, CA 92675 Subject: REVISED Scope of Services for Rancho Mission Viejo Riding Park at San Juan Capistrano Stream Bank Restoration Construction Plan Set and CEQA and Regulatory Permitting Dear Joe, Wood Environment& Infrastructure Solutions, Inc. (Wood)is pleased to present this proposal for revised professional services in support of the stream bank stabilization project in San Juan Creek adjacent to the Rancho Mission Viejo Riding Park at San Juan Capistrano (Riding Park) in San Juan Capistrano, California. Wood proposes professional engineering services for the development of plans and specifications and environmental documentation compliant with CEQA and provide assistance with the permitting processes required Section 404 and Section 401 of the Clean Water Act (CWA) and Section 1600 of the California Department of Fish and Game Code. Wood developed the scope of services in this proposal in accordance with the Alternative 2, Integrated Biological and Engineering Restoration, presented in the "Conceptual Habitat Restoration Plan for the Southern Bank of San Juan Creek in the Vicinity of the Rancho Mission Viejo Riding Park" prepared by Amec Foster Wheeler, Environment & Infrastructure, Inc., September 27, 2017. Alternative 2 described removing the existing fill slope; re-engineering the ground surface; stabilizing the toe of the resulting slope with riprap and integrating biological processes; and seeding and planting new vegetation. As part of this alternative, a new earthen berm will be constructed along the top of the stabilized slope to protect the park from being flooded by a 25-year storm event flow in San Juan Creek, as discussed in the Water Surface Elevation No-Rise Certification Report prepared by Wood, April 2019. In order to avoid concerns related to segmenting under CEQA, Wood has been directed to manage these three elements as one capital improvement project rather than three separate projects. As such, additional work must be completed in order to have the necessary permits ready by the August 13, 2019 deadline described in the Consent Decree This scope of services details the scope of work, budget, and schedule for the development of the plans and specifications and includes the remaining effort for the 60% construction package and planting and irrigation design plans,which were started under the limited scope approved on May 16, 2019. If the amount of effort is different than what is detailed in the following documents. Wood reserves the right to request additional services and not proceed with any potential out of scope work. Wood Environment&Infrastructure Solutions,Inc. 9177 Sky Park Court•San Diego,CA 92123-4341 USA Tel.+1:858.278.3600•Fax:+1 858.278.5300 wood. Scope of Work: Task 1 —Prolect Coordination Project coordination for the preparation of the plans and specifications includes the following tasks: Coordination with the City of San Juan Capistrano (City of SJC) including 7 in-person meetings and progress updates and weekly and bi-weekly conference calls for 18 weeks; CEQA coordination including preparation of.engineering documents and information necessary for the permit applications and CEQA document. The information needed for the draft CEQA document and permits will be based on the 60% design. The subsequent design packages will be made available to the agencies; CAFO design coordination including one site visit; Restoration design coordination including one investigative site visit and one site visit with the associated resource agencies. Task 1 Deliverables:Meeting notes and action items, in email format, for the in-person meetings and the engineering-related weekly conference calls. Task 2—90% Plans and Specifications Preparation and Submittal The 90% plans and specifications will include the following items: Hydrology Report— Previously completed under a separate Task Order(TO); No-Rise Report- Previously completed under a separate TO; Geotechnical Report— Previously completed under a separate TO; Plan Set— Title Sheets, Construction Phasing Outline, Grading Plan, Cross'Sections and Planting and Irrigation plans, Erosion Control Sheets (3—4 sheets at 1:20 scale) Water Quality Management Checklists Specifications— To be included in the City of SJC Specification Template Engineer's Estimate of Construction Cost— 1-20% Stormwater Pollution Prevention Plan (SWPPP) Comment Response Matrix— Excel spreadsheet Task 2.1 —Plan Set One meeting will be held with both the City of SJC and Orange County Coastkeeper.(000K) following their reviews of the 60% submittal package to discuss comments. Only one set of comments is assumed from each stakeholder. Wood will address the comments during the 2 wood. preparation of the 90% plan set and a comment response matrix will be provided as part of the 90% submittal. Erosion control sheets will be added into the 90% plan set. These sheets will provide construction BMPs for disturbed areas during construction, as well as planned construction access and staging areas. Task 2.2—Specifications Project specifications will refer to the Standard Specifications for Public Works Construction(2018 Greenbook)and Caltrans Standard Specifications 2018. If necessary, additional guidance will be prepared to be included in City of SJC Specifications template. The amount of effort is unknown at this time and assumptions on the number of hours is detailed in the cost estimate in Attachment B. Task 2.3—Engineer's Estimate of Construction Cost An estimate of construction cost(+/-20%)will be developed for the construction of the project based on the best available data at the time of development. If available, current bid item history from the City of SJC would be beneficial. Maintenance and monitoring costs for the first 5 years will be included for the planting and irrigation plan. Each bid item will be one line item and the unit of measure, unit of cost, associated specification section and total cost will be specified. Task 2.4—SWPPP Preparation of a Storm Water Pollution Prevention Plan (SWPPP) per the current Construction General Permit requirements for the total project area within the identified construction limits. Task 2.5—QA/QC Review&90% Submittal An internal QA/QC review will be completed. Comments will be addressed internally, and the plans prepared for submittal to the City of SJC for review. Task 2 Deliverables:Electronic versions, PDF format, of the 90%plan set, Engineer's Estimate of Construction Cost, specifications, the SWPPP and the comment response matrix. Task 3—100% Plans and Specifications Preparation and Submittal The 100% plans and specifications will include the,same items as for the 90% submittal, except the range of the Engineer's Estimate of Construction Cost will be decreased to +/- 10%. Task 3.1 —Plan Set, Specifications, Engineer's Estimate of Construction Cost and the SWPPP One meeting will be held with the City of SJC after their review of the 90% submittal package to discuss comments. One set of comments is assumed. Comments will be addressed during the preparation of the 100% plan set and a comment response matrix will be provided as part of the 100% submittal: The engineer's estimate of construction cost will be updated to decrease the potential range to +/- 10%. Task 3.2—QA/QC Review& 100% Submittal 3 wood. An internal QA/QC review will be completed. Comments will be addressed internally, and the plans prepared for submittal to the City of SJC. Task 3 Deliverables:Electronic versions, PDF format, of the 100%plan set, Engineer's Estimate of Construction Cost, specifications, the SWPPP and the comment response matrix. Task 4—Final Plans and Specifications Preparation and Submittal The final plans and specifications will include the same items as for the 100% submittal. These plans will be labeled as."ISSUED FOR CONSTRUCTION"and signed by the engineer of record. Task 4.1 —Plan Set. Specifications, Engineer's Estimate of Construction Cost and the SWPPP One meeting will be held with the City of SJC after their review of the 100% submittal package to discuss any comments. The comments will be addressed-during the preparation of the Final plan set and a comment response matrix will be provided as part of the Final submittal. Task 4.2—QA/QC Review&Final Submittal An internal QA/QC review will be completed. Comments will be addressed internally, and the plans prepared for submittal to the City of SJC. Task 4 Deliverables:,Electronic versions, PDF format, of the Final plans(including the,AutaCAD drawings), Engineer's Estimate of Construction Cost, specifications (word format as well), the SWPPP and the comment response matrix. Task 5—CEQA Compliant Environmental Documentation The CEQA Compliant Environmental Documentation was started under a previous task order approved on January 24,2019.The following tasks includes the remaining effort for CEQA related efforts. Based on our meeting with the City on November 7, 2018 and subsequent communication with Best Best& Krieger(BBK)on December 12, 2018,we understand that the City intends to pursue the preparation of an Initial Study/ Mitigated Negative Declaration (IS/MND) in order to comply with CEQA. Subtask 5.1 Public Draft Initial Study/ Mitigated Negative Declaration Wood will incorporate one (1) round of consolidated comments to the First and Second Administrative Draft IS — provided by City staff in MS Word format with tracked changes —and will prepare a screencheck Public Draft IS/ND for City staff and legal counsel approval. Following approval of the screencheck,Wood will finalize the Public Draft IS/ND for publication, distribution, and noticing. Task 5.1 Deliverables:Electronic files and PDF format 4 wood. Subtask 5.2 Public Circulation and Noticing CEQA Section 15205(d) requires a 30-calendar-day review period for CEQA documents submitted to the California State Clearinghouse (SCH). Under this task, Wood will prepare a Notice of Completion (NOC) and will circulate the environmental document for public review through the SCH (including delivery of 15 summary forms and 15 CDs of the Public Draft IS/MND and technical appendices). Wood will work with,City staff to develop a public notice and will circulate up to 100 electronic copies of the Public Draft IS/MND, including appendices, to a list of interested agencies,non-governmental organizations,and interested members of the publid to be provided by the City. Wood will also prepare and publish a Notice of Availability (NOA) in the weekend edit of the local newspaper(e.g, The Capistrano Dispatch).Wood will provide up to five 5) hardcopies and five (5) electronic copies of the Public Draft IS/MND. Task 5.2 Deliverables: 5 hard copies and 5 electronic copies. Subtask 5.3 Response to Comments and Final Initial Study/Negative Declaration Following the close of the public comment period, Wood will prepare responses to comments received on the Public Draft IS/MND. Wood assumes that up to 50 discrete comments on the Public Draft IS/MND will require individual responses.Wood will work with City staff to incorporate minor clarifying revisions to the Public Draft IS/MND, as necessary, and will prepare a Draft Final IS/MND for City staff review. Wood will incorporate one (1) round of consolidated comments to the Draft Final IS/MND — provided by City staff in MS Word format with tracked changes— and will prepare a Final IS/ND for City staff approval. Wood will provide up to five (5)hardcopies and five (5)electronic copies of the Final IS/MND. Task 5.3 Deliverables: 5 hard/copies and 5 electronic copies. Task 6—Regulatory Agency Permitting The regulatory agency permitting was started under a previous task order approved on January 24,2019. Federal,state, and local wetlands permits may be required based on project alignment, construction methods, known resources, and structures present. Permit applications and approvals will run concurrently with the CEQA process. Initial steps in the permitting process include setting up pre-application meetings with potential regulatory agencies and presenting the proposed project design details and minimization measures proposed. This scope includes preparation of materials and attending one pre- application meeting. Potential permitting needs including the following: U.S. Army Corps of Engineers (USACE) permits the deposition of fill material into jurisdictional waters under Section 404 of the Clean Water Act. This scope includes the continued preparation of a Section 404 permit under Nationwide Permit 13 for streambank stabilization and Nationwide Permit 27 for habitat restoration. CDFW permits alterations to streams and riparian communities under the Section 1602 of the CDFG. This scope includes the continued preparation and submittal of a Section 1602 application. 5 wood. The Regional Water Quality Control Board (RWQCB) would provide Section 401 Water Quality Certification should a Section 404 permit be necessary. This scope includes the continued preparation and submittal of a Section 401 application. Permit fees are required for RWQCB,based on impact area,and CDFW,based on cost of project, and are not included in this scope. Applications will be made-available for review and signature by City officials in draft form prior to submittal to the agencies. Task 7—Project Management This task includes time for management of this project under the current contract, providing on going project support, preparing monthly invoices and preparing monthly progress reports. The progress reports will be submitted with the invoice and will summarize the progress made for the current billing period and the anticipated progress for thenext billing. Limitations All services not expressly included, are excluded from Wood's Scope of Services. Wood will provide the services described herein using commercially reasonable best efforts consistent with the level and skill ordinarily exercised by members of the profession currently practicing under similar conditions. The quality of information, conclusions, and estimates contained herein is consistent with the level of effort involved in Wood's services and based on: i) information available at the time of proposal preparation, ii) data supplied by outside sources, and iii) the assumptions,conditions, and qualifications set forth in this proposal. Task 7—Additional Drafts This task includes time for 60% plans and specifications response to comments and additional drafts which may be requested from environmental agencies for the 90% and 100% plan submittals.This task assumes two additional drafts per submittal to Orange County Coast Keeper OCCK)and to any applicable agencies. Assumptions and Exclusions This scope of work does not include any construction or bidding support. Plans will be prepared under the responsible charge of a California-licensed civil engineer; CAD drawings will conform to the applicable City of SJC specifications and standard(s); Level of effort to complete the above tasks are identified in the associated cost estimate spreadsheet in Attachment B; Existing site survey data is adequate for design purposes. Should a new survey be necessary, Wood will advise the client and obtain authorization for completing the survey. A scope and budget amendment may be necessary to complete this additional task; The project will not be considered a "High Priority" project per the National Pollutant Discharge Permit Elimination Systems (NPDES) Permit R9-2015-0100 and a Water Quality Management Plan (WQMP)will not be required; An evaluation of the depth to shallow groundwater will be attempted with existing data. If the existing data is not adequate, Wood will advise the client and obtain authorization for 6 wood. completing a Depth to Groundwater Study. A scope and budget amendment may be necessary to complete this additional task; The Risk Level assumed in this scope of work is based on the estimated construction length. If the actual construction length is different and the Risk Level changes, a scope and budget amendment may be necessary to complete this additional task associated with an increase in Risk Level; Non-prevailing wage rates are assumed for all work; Travel time to the project site is based upon trip origination at the Wood Costa Mesa, San Diego and LA offices; All fees associated with permitting will be paid by the Client; and Review comments will be provided to Wood within the time frame stated within Attachment A of this proposal. Approval of this scope of services by the City authorizes Wood to transfer budgets between tasks in response to changes in project priorities or changes in technical approach as directed by the City with the total amount of the scope of services not to exceed the amount listed in Attachment B, Table 1. Any additional considered out-of- scope will be discussed with the City prior to Wood beginning work. Key personnel for these tasks are: Technical Lead: Keri Gannon, P.E., (858) 514-6417, keri.gannon@woodplc.com Assistant Project Manager: Matt Rich, (858)514-6478, matt.rich@woodplc.com Project Manager: Ted VonBitner, Ph.D., (858) 514-7741, theodore.vonbitner@woodplc.com Wood will complete this work on a time and materials basis,according to contracted hourly labor rates, not to exceed $147,119, shown in Attachment B. Wood began these services concurrently with preparation of the scope and fee. Wood requests that the fully executed agreement has a project start date of July 2, 2019. The schedule for these services shown in Attachment A assumes a project start date of July 2, 2019 and the receipt of an NTP no later than July 3, 2019. 7 wood. Please do not hesitate to contact us if you have any questions. We appreciate the opportunity to work with you on this project and we look forward to seeing it through completion. Sincerely, Wood Environment& Infrastructure Solutions, Inc. 61 0 P Ken Gannon, P.E., C68877 (CA)Ted VonBitner, Ph.D., Technical Lead Project Manager 8 EXHIBIT B Schedule of Charges/Payments Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract. 14 61147.02100\10974777.3 Updated March 2019 wood. ATTACHMENT A - SCHEDULE This scope of work can be completed per the schedule in Table 2. The proposed schedule is contingent upon Wood receiving a fully executed NTP dated July 2, 2019 for this scope of services and the timely review of the submittal packages by the involved agencies per the attached detailed schedule. The City has been allotted 2 weeks for review of each plan and specification submittal. TABLE 2: Project Schedule Taski04911006 .27 IT Scope of work completion estimatedTask1ProjectCoordination to be December 2020. 90%Plans and Specifications to City 9/2/2019 90% Plans and Specifications to OrangeTask2 9/17/2019CountyCoastKeeper(OCCK) 1 90% Plans and Specifications to Agencies 9/27/2019 1001Y0 Plans and Specifications to City 10./14/2019 Task 3 100%Plans and Specifications to OCCK 10/28/2019 100% Plans and Specifications to Agencies 11/04/2019 Task 4 Final Plans and Specifications to City 11/08/2019 CEQA Compliant Environmental Documentation First Admin Draft IS/MND to OCCK 7/15/2019 First Admin Draft IS/MND to Agencies 8/13/2019 Second Admin Draft IS/MND to City 8/30/2019 Task 5 Second Admin Draft IS/MND to OCCK 9/16/2019 Second Admin Draft IS/MND to Agencies 9/30/2019 Public Draft for Public Review 11/15/2019 Draft Final 1S/MND to City 1/10/2020 Final IS/MND to City 1/24/2020 Regulatory Agency Permitting CWA 401/404, and 1600 permits to the City 7/3/2019 Task 6, CWA 401/404, and 1600 permits to the OCCK 7/15/2019 CWA 401/404, and 1600 permits to the 8/13/2019Agencies Scope of work completion estimated toTask7ProjectManagement be December 2020. 2 wood. ATTACHMENT B - FEE ESTIMATE A further breakdown of the costs is provided in the attached cost estimate. Specific assumptions of the number of hours for certain tasks, such as meetings and conference calls, are noted in the cost estimate. TABLE 1: Cost Breakdown IOW SDescription, i! :Slope,- Stabllfiaitlon: Task 1 Project Coordination 34,837 Task 2 90% Plans and Specifications 25,496 Task 3 100% Plans and Specifications 11,989 a Task 4 Final Plans and Specifications 7,129 Task 5 CEQA Compliant Environmental Documentation 7,201 Task 6 Regulatory Agency Permitting 3,967 Task 7 Project Management(Restoration and $ 38,404CEQA) 60% Plans and Specifications Task 8 Response to Comments and Additional $ 18,098 Drafts Total Sum All Tasks $147,119 3 Location Map  Arizona Crossing Removal Project (CIP 20202)  Stream Bank Restoration Project (CIP 20203)      AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS, INC. 1. Parties and Date. This Amendment No. 1 to the Professional Services Agreement for the San Juan Creek Arizona Crossing Removal Project (CIP 20202) is made and entered into as of June 20, 2020, 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 Wood Environment & Infrastructure Solutions, Inc. a Nevada corporation, with its principal place of business at 1105 Lakewood Parkway, Suite 300 Alpharetta, Georgia 30004 (Consultant). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled “Professional Agreement Services” for the San Juan Creek Arizona Crossing Removal Project CIP 20202 (“Project”) dated July 2, 2019 (“Agreement”) for the purpose of retaining the services of Consultant to provide engineering and construction support services for the Project. 2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to revise the scope of services to include riparian bird survey and monitoring support services, and to make a corresponding increase of $5,817.50 to 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. Section 2(b) of the Agreement is hereby amended in its entirety to read as follows: b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $67,967.50. This amount is to cover all printing, mileage, and related costs, and the City will not pay any additional fees for mileage or 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. 3.2 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. 3.3 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. 3.4 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]   Attachment 1 Page 4 of 8  May 20, 2020 Joe Parco, City Engineer Public Works and Utilities Department City of San Juan Capistrano San Juan Capistrano, CA 92675 RE: Scope of Services for Riparian Bird Surveys for the San Juan Creek Arizona Crossing Project (CIP 20202) Dear Joe, Wood Environment & Infrastructure Solutions, Inc. (Wood) thanks you for the opportunity to submit this proposal for the required riparian bird surveys for Least Bell’s Vireo and Southwestern Willow Flycatcher at the Rancho Mission Viejo Riding Park at San Juan Capistrano (Riding Park), located in San Juan Capistrano, CA. The following scope of work is proposed. These surveys are required by the resource agencies and need to complete before the start of construction on the Rancho Mission Viejo Riding Park (Riding Park) capital improvement program projects. Per the protocols established by US Fish & Wildlife Service (USFWS) these surveys need to be conducted during the Least Bell’s Vireo nesting season (April to August) and the Southwestern Willow Flycatcher season (May 15 - July 14). Key personnel for this project are: Regulatory Permit Task Lead: Nick Ricono (858) 300-4332, nick.ricono@woodplc.com Project Manager: Ted VonBitner, Ph.D., (858) 514-7741, theodore.vonbitner@woodplc.com Project Reviewer: Matt Rich, (858) 514-6478, matt.rich@woodplc.com Task 1: Field Surveys A two-person field team of agency permitted biologists surveys suitable riparian areas and any other potential habitats at least eight times during the period from April 10, 2020 to July 31, 2020 for Least Bell’s Vireo and a total of five surveys will be completed for Southwestern Willow Flycatcher. The schedule for these surveys is determined by the USFWS protocol.1 Surveys for each species can be completed on the same days. Site visits need to be conducted at least 10 days apart per USFWS guidelines to maximize the detection of, for example, late and early arrivals, females, particularly "non- vocal" birds of both sexes, and nesting pairs.   1 https://www.fws.gov/ventura/docs/species/protocols/lbv/leastbellsvireo_survey-guidelines.pdf.    Attachment 1 Page 5 of 8  Surveys one through four, listed in Table 1, were completed using City Council approved contingency funds included in the July 2019 Professional Service Agreements for the Arizona Crossing removal and Slope Stabilization projects. Table 1. RMV Riding Park Completed Riparian Bird Surveys. April 10, 2020 (Least Bell's Vireo) April 20, 2020 (Least Bell's Vireo) April 30, 2020 (Least Bell's Vireo) May 20, 2020 (Least Bell's Vireo and Southwestern Willow Flycatcher) Survey Schedule2 The procedures for each species are as follows:  Least Bell's vireo is an eight visit protocol with the first available date starting on April 10th and each survey needs to be conducted 10 days apart and completed by July 31st.  Southwestern willow flycatcher is a five visit protocol with the first survey required to be conducted between May 15-31, two surveys between June 1-24, and two surveys between June 25-July 17. Table 2 lists the remaining bird surveys to be completed for this project. Table 2. RMV Riding Park Riparian Bird Surveys to be Completed. 3 June 3, 2020 (Least Bell's Vireo and Southwestern Willow Flycatcher) June 17, 2020 (Least Bell's Vireo and Southwestern Willow Flycatcher) June 30, 2020 (Least Bell's Vireo and Southwestern Willow Flycatcher) July 14, 2020 (Least Bell's Vireo and Southwestern Willow Flycatcher) The proposed schedule may change slightly due to weather, staff illness, or other unexpected acts of god. Task 2: Reporting Within three weeks following completion of the surveys, a draft report of findings will be prepared as required by the USFWS. The deliverable for this task assumes responding to one round of comments from the City and one round of comments from USFWS. The final report will be submitted to the City 10-days from receipt of the final agency comments.   2 The project start and end dates are determined by USFWS procedural guidance including the minimum number of  surveys needed to complete a protocol level survey.  3 USFWS procedure do not prohibit combining different specie surveys on the same day and Wood intends to have a two‐ person field team conduct the surveys to maximize the likelihood of detecting both species.    Attachment 1 Page 4 of 8  Estimated Budget The estimated budget for this project shall not exceed $5,817.50 as listed in Attachment 1 and will commence upon receipt of the NTP. All work will be billed on a Time and Material basis as in accordance with the City Council approved professional services agreement for the capital improvement projects at the Riding Park. Please contact me at (949) 363-3232 if you have any questions or need additional information. Sincerely, Wood Environment & Infrastructure Solutions, Inc. Ted VonBitner, Ph.D. Senior Associate Project Manager  Attachment 1 Page 4 of 8 Attachment 1. Proposed Project Budget for Riparian Bird Surveys at Rancho Mission Viejo Riding Park at San Juan Capistrano Client Name: City of San Juan Capistrano Task 1 Task 2 Project Total Project Name: RMV Riding Park Conduct Least Bell's Vireo Surveys1-5 Letter Report4-6 Totals Verified by: N. Ricono, Technical Lead Approved by: T. Von Bitner, PM Date: May 20, 2020 (List categories or titles) Class Code Labor RateHRS COST HRS COST HRS COST WIFL Permitting Biologist John Green7 $130 40 $ 5,200 34 $ 4,420 74 $ 9,620 Senior Biologists Nathan Moorhatch $130 1 $ 130 2 $ 260 3 $ 390 GIS Specialist Aaron Johnson $130 0 $ 0 3 $ 390 3 $ 390 Admin Support Project Coordinator $85 1 $ 85 2 $ 170 2 $ 170 Word Processing Project Coordinator $85 0 $ 0 4 $ 340 5 $ 425 Project Manager Ted Von Bitner $190 0 $ 0 1 $ 190 1 $ 190 Technical Lead Nick Ricono $150 1 $ 150 2 $ 300 3 $ 450 Total Direct Labor 43 $ 5,565 48 $ 6,070 91 $ 11,635 Cost per Survey --- $ 1,391 Proposed Project Funding Options for Riparian Bird Surveys at Rancho Mission Viejo Riding Park at San Juan Capistrano Activity Description Cost per Survey Total Cost Arizona Crossing (20202)Stream Bank Restoration (20203) Conduct Least Bell’s Vireo Surveys Surveys 5-8 $1,391 $5,565 $2,782.50 $2,782.50 Project Report and coordination with Resource Agency Letter Report/CoordinationNot Applicable $6,070 $3,035.00 $3,035.00 Total Additional Budget Needed for Surveys $11,635 $5,817.50 $5,817.50  Attachment 1 Page 4 of 8 Key Budget Assumptions: 1. USFWS survey method guidelines require that the riparian surveys must be conducted between dawn and 11:00am. 2. The survey team needs to include two people for maximize the possibility of locating a Least Bell’s Vireo and for safety reasons while working in San Juan Creek that may include encountering homeless individuals, working in a remote environment, and maintaining a line of communication with the Project Manager in case unexpected circumstances require surveys to be suspended or rescheduled. 3. Labor hours also include time on the back end for field data entry and preparations for the subsequent survey.  4. Administrative level staff are included in the preparation and/or reporting process to reduce the cost of service to the City of San Juan Capistrano. 5. Labor hours for the Project Manager and Technical Lead cover time needed to be kept appraised of the field team’s findings and to provide updates the City, and if necessary, the resource agencies. 6. Wood’s quality assurance program requires that the Technical Lead and Project Manager review the draft and final letter report to ensure the completeness and accuracy of the report content including that the information presented maintains consistency with past points of communication to outside entities such as USFWS, CDFW, and OC Coastkeeper. 7. A second licensed wildlife biologist accompanies John Green during surveys but the individual available to support this project may change due to unforeseen scheduling complications. AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS, INC. 1. Parties and Date. This Amendment No. 1 to the Professional Services Agreement for the San Juan Capistrano Stream Bank Restoration (CIP 20203) is made and entered into as of June 20, 2020, 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 Wood Environment & Infrastructure Solutions, Inc. a Nevada corporation, with its principal place of business at 1105 Lakewood Parkway, Suite 300 Alpharetta, Georgia 30004 (Consultant). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled “Professional Agreement Services” for the San Juan Creek Stream Bank Restoration Project CIP 20203 (“Project”) dated July 2, 2019 (“Agreement”) for the purpose of retaining the services of Consultant to provide engineering and construction support services for the Project. 2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to revise the scope of services to include riparian bird survey and monitoring support services, and to make a corresponding increase of $5,817.50 to 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. Section 2(b) of the Agreement is hereby amended in its entirety to read as follows: b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $167,667.50. This amount is to cover all printing, mileage, and related costs, and the City will not pay any additional fees for mileage or 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. 3.2 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. 3.3 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. 3.4 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]   May 20, 2020 Joe Parco, City Engineer Public Works and Utilities Department City of San Juan Capistrano San Juan Capistrano, CA 92675 RE: Scope of Services for Riparian Bird Surveys for the Streambank Restoration Project (CIP 20203) Dear Joe, Wood Environment & Infrastructure Solutions, Inc. (Wood) thanks you for the opportunity to submit this proposal for the required riparian bird surveys for Least Bell’s Vireo and Southwestern Willow Flycatcher at the Rancho Mission Viejo Riding Park at San Juan Capistrano (Riding Park), located in San Juan Capistrano, CA. The following scope of work is proposed. These surveys are required by the resource agencies and need to complete before the start of construction on the Rancho Mission Viejo Riding Park (Riding Park) capital improvement program projects. Per the protocols established by US Fish & Wildlife Service (USFWS) these surveys need to be conducted during the Least Bell’s Vireo nesting season (April to August) and the Southwestern Willow Flycatcher season (May 15 - July 14). Key personnel for this project are: Regulatory Permit Task Lead: Nick Ricono (858) 300-4332, nick.ricono@woodplc.com Project Manager: Ted VonBitner, Ph.D., (858) 514-7741, theodore.vonbitner@woodplc.com Project Reviewer: Matt Rich, (858) 514-6478, matt.rich@woodplc.com Task 1: Field Surveys A two-person field team of agency permitted biologists surveys suitable riparian areas and any other potential habitats at least eight times during the period from April 10, 2020 to July 31, 2020 for Least Bell’s Vireo and a total of five surveys will be completed for Southwestern Willow Flycatcher. The schedule for these surveys is determined by the USFWS protocol.1 Surveys for each species can be completed on the same days. Site visits need to be conducted at least 10 days apart per USFWS guidelines to maximize the detection of, for example, late and early arrivals, females, particularly "non- vocal" birds of both sexes, and nesting pairs.   1 https://www.fws.gov/ventura/docs/species/protocols/lbv/leastbellsvireo_survey-guidelines.pdf.    Attachment 2 Page 5 of 8    Surveys one through four, listed in Table 1, were completed using City Council approved contingency funds included in the July 2019 Professional Service Agreements for the Arizona Crossing removal and Slope Stabilization projects. Table 1. RMV Riding Park Completed Riparian Bird Surveys. April 10, 2020 (Least Bell's Vireo) April 20, 2020 (Least Bell's Vireo) April 30, 2020 (Least Bell's Vireo) May 20, 2020 (Least Bell's Vireo and Southwestern Willow Flycatcher) Survey Schedule2 The procedures for each species are as follows:  Least Bell's vireo is an eight visit protocol with the first available date starting on April 10th and each survey needs to be conducted 10 days apart and completed by July 31st.  Southwestern willow flycatcher is a five visit protocol with the first survey required to be conducted between May 15-31, two surveys between June 1-24, and two surveys between June 25-July 17. Table 2 lists the remaining bird surveys to be completed for this project. Table 2. RMV Riding Park Riparian Bird Surveys to be Completed. 3 June 3, 2020 (Least Bell's Vireo and Southwestern Willow Flycatcher) June 17, 2020 (Least Bell's Vireo and Southwestern Willow Flycatcher) June 30, 2020 (Least Bell's Vireo and Southwestern Willow Flycatcher) July 14, 2020 (Least Bell's Vireo and Southwestern Willow Flycatcher) The proposed schedule may change slightly due to weather, staff illness, or other unexpected acts of god. Task 2: Reporting Within three weeks following completion of the surveys, a draft report of findings will be prepared as required by the USFWS. The deliverable for this task assumes responding to one round of comments from the City and one round of comments from USFWS. The final report will be submitted to the City 10-days from receipt of the final agency comments.   2 The project start and end dates are determined by USFWS procedural guidance including the minimum number of  surveys needed to complete a protocol level survey.  3 USFWS procedure do not prohibit combining different specie surveys on the same day and Wood intends to have a two‐ person field team conduct the surveys to maximize the likelihood of detecting both species.   Estimated Budget The estimated budget for this project (CIP 20203) shall not exceed $5,817.50 as listed in Attachment 1 and will commence upon receipt of the NTP. All work will be billed on a Time and Material basis as in accordance with the City Council approved professional services agreement for the capital improvement projects at the Riding Park. Please contact me at (949) 363-3232 if you have any questions or need additional information. Sincerely, Wood Environment & Infrastructure Solutions, Inc. Ted VonBitner, Ph.D. Senior Associate Project Manager  Attachment 1. Proposed Project Budget for Riparian Bird Surveys at Rancho Mission Viejo Riding Park at San Juan Capistrano Client Name: City of San Juan Capistrano Task 1 Task 2 Project Total Project Name: RMV Riding Park Conduct Least Bell's Vireo Surveys1-5 Letter Report4-6 Totals Verified by: N. Ricono, Technical Lead Approved by: T. Von Bitner, PM Date: May 20, 2020 (List categories or titles) Class Code Labor RateHRS COST HRS COST HRS COST WIFL Permitting Biologist John Green7 $130 40 $ 5,200 34 $ 4,420 74 $ 9,620 Senior Biologists Nathan Moorhatch $130 1 $ 130 2 $ 260 3 $ 390 GIS Specialist Aaron Johnson $130 0 $ 0 3 $ 390 3 $ 390 Admin Support Project Coordinator $85 1 $ 85 2 $ 170 2 $ 170 Word Processing Project Coordinator $85 0 $ 0 4 $ 340 5 $ 425 Project Manager Ted Von Bitner $190 0 $ 0 1 $ 190 1 $ 190 Technical Lead Nick Ricono $150 1 $ 150 2 $ 300 3 $ 450 Total Direct Labor 43 $ 5,565 48 $ 6,070 91 $ 11,635 Cost per Survey --- $ 1,391 Proposed Project Funding Options for Riparian Bird Surveys at Rancho Mission Viejo Riding Park at San Juan Capistrano Activity Description Cost per Survey Total Cost Arizona Crossing (20202) Stream Bank Restoration (20203) Conduct Least Bell’s Vireo Surveys Surveys 5-8 $1,391 $5,565 $2,782.50 $2,782.50 Project Report and coordination with Resource Agency Letter Report/CoordinationNot Applicable $6,070 $3,035.00 $3,035.00 Total Additional Budget Needed for Surveys $11,635 $5,817.50 $5,817.50  Key Budget Assumptions: 1. USFWS survey method guidelines require that the riparian surveys must be conducted between dawn and 11:00am. 2. The survey team needs to include two people for maximize the possibility of locating a Least Bell’s Vireo and for safety reasons while working in San Juan Creek that may include encountering homeless individuals, working in a remote environment, and maintaining a line of communication with the Project Manager in case unexpected circumstances require surveys to be suspended or rescheduled. 3. Labor hours also include time on the back end for field data entry and preparations for the subsequent survey.  4. Administrative level staff are included in the preparation and/or reporting process to reduce the cost of service to the City of San Juan Capistrano. 5. Labor hours for the Project Manager and Technical Lead cover time needed to be kept appraised of the field team’s findings and to provide updates the City, and if necessary, the resource agencies. 6. Wood’s quality assurance program requires that the Technical Lead and Project Manager review the draft and final letter report to ensure the completeness and accuracy of the report content including that the information presented maintains consistency with past points of communication to outside entities such as USFWS, CDFW, and OC Coastkeeper. 7. A second licensed wildlife biologist accompanies John Green during surveys but the individual available to support this project may change due to unforeseen scheduling complications.