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00-1017_KEETON KREITZER CONSULTING_Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into thisday of October, 2000, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Keeton Kreitzer Consulting (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant in order to manage the City's Environmental Impact Report (EIR) consultant so as to assure that all documentation prepared by that consultant is in full compliance with and implements all applicable provisions of the California Environmental QualityAct (CEQA) and the City's Environmental Review Guidelines with regard to Rezone (RZ)00-04, Architectural Control (AC) 00-07, Home Depot (Lower Rosan Ranch); and, WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scone of Work. The scope of work to be performed by Consultant shall consist of those tasks as set forth in Exhibit 'A" attached and incorporated herein by reference. Consultant warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standards of its profession. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall be completed by no later than June 30, 2001. Section 3. Compensation. 3.1 Amount. Total compensation forthe scope of services for this Project shall not exceed twenty-two thousand, five -hundred dollars and no cents ($22,500.00), as setforth in Exhibit "B," attached and incorporated herein by reference. 3.2 Rate Schedule. The services shall be billed to the City at the hourly rate of ninety dollars and no cents ($90.00) as set forth in Exhibit "A," attached and incorporated herein by reference. Included within the compensation are all the Consultant's ordinary office and Rz0004hd-acs.wpd -1 of 7- ,overhead expenses incurred by it, its -agents and employees, including meetings with the City representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Consultant's proposal. 3.3 Method of Payment. Consultant shall submit monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of projected completion for approval by the City. The City will pay monthly progress payments based on approved invoices in accordance with this Section. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. 3.4 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Rz0004hd-acs.wpd Section 7. Familiarity with Work and Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) it has investigated the proposed construction site, including the location of all utilities, and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform City of this and shall not proceed with furtherwork underthis Agreement until written instructions are received from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall complywith all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the contract period, Consultant shall have delivered to City at least one (1) copy of any final reports and architectural drawings containing Consultant's findings, conclusions, and recommendations with any support documentation. All reports submitted to the City shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the City. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Rz0004hd-acs wpd -3 of 7- Section 13. Indemnity. Consultant agrees to protect, defend and hold harmless City, its elected and appointed officials and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by Consultant arising out of or in connection with the work, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. Section 14. Insurance. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period 14.3 Worker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, RZ0004hd-acs.wpd -4 Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 Errors and Omissions Coverage/Endorsement. Throughout the term of this Agreement, Consultant shall not be required to maintain Errors and Omissions Coverage. 14.5 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be canceled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.6 Proof of Insurance Requirements. Consultant shall submit the endorsement and insurance certificate, including the deductible or self -retention amount, to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied prior to beginning any work under this Agreement. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. Section 15. Termination. City and Consultant shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Director of Administrative Services Rz0004hd-amwpd -5 of 7- To Consultant: Keeton Kreitzer, Principal Keeton Kreitzer Consulting 17910 Sky Park Circle, Suite 108 Irvine, CA 92614 Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing parry shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Disuute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. RZ0004hd-amwpd -6 of 7- IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CI a KEETON KREITZER CONSULTING By: Keeton Kreitzer, Principal ATTEST: i JLd. �� ��✓✓, i .- APPROVED AS TO FORM: (�X I �9� John R. aw, City Attorney Exhibits: Exhibit A, Scope of Work. Exhibit B, Payment for Services. Rz0004hd-acs.wpd -7 of 7- PROPOSAL FOR ENVIRONMENTAL CONSULTING SERVICES PROPOSED HOME DEPOT SAN JUAN CAPISTRANO, CA SCOPE OF SERVICES WORK PROGRAM A work program has been developed to ensure that the environmental review process is carried out in accordance with the City's development review procedures as well as the California Environmental Quality Act (CEQA) and the City of San Juan Capistrano adopted CEQA procedures. The scope of services envisioned by Keeton Kreitzer Consulting (KKC) to complete the work identified in this proposal includes: (1) the provision of competent, effective CEQA project management; (2) review of the environmental impact report (EIR) prepared by The Planning Center; (3) oversight of the environmental review and public participation processes; (4) preparation of requisite public notices, agendas, and related documents; and (5) representation of the City of San Juan Capistrano staff at public meetings and hearings. These several objectives will be achieved through the completion of several work tasks. Each of these work tasks has been identified and described below. Task One - Project Management/Coordination Project management/coordination will be an integral part of the environmental review process. As such, KKC will oversee all of the work undertaken by The Planning Center, the consultant selected by the City to prepare the Draft EIR, and will be responsible for meeting and coordinating with representatives of the City, The Planning Center, the project applicant and/or representatives, and with affected and responsible public agencies. In summary, KKC will be responsible for undertaking the activities listed below: • Management and oversight of the CEQA process and preparation of the environmental document. • Ensure that City policies are incorporated into the Draft environmental document. • Ensure that the Draft environmental document meets the requirements of CEQA, the State CEQA Guidelines, and the City's CEQA procedures. • Coordinate and attend biweekly meetings with City staff and representatives of The Planning Center, project applicant and/or its representatives, and technical consultants as determined necessary. • Coordination and attendance at meetings, if determined necessary, with responsible agencies and/or other affected public agencies with jurisdiction over the project during the preparation of the Draft EIR. Coordination and management of the City's CEQA consultant, The Planning Center, to ensure that all work undertaken to prepare the Draft EIR is proceeding in accordance with the schedule established for the project. Task Two - Project -Related Meetings A total of twenty (20) meetings can be accommodated in this work task. Of that total, it is anticipated that a total of twelve (12) bi-weekly meetings will be conducted with the EIR consultant (The Planning Center), project applicant, and City staff. In addition, this task will also accommodate one (1) scoping meeting that will be conducted during the 30 -day Notice of Preparation comment period and up to three (3) community meetings that will include adjacent property owners as well as other groups and residents during the EIR preparation process (not including public hearings which are included in Task Five). Additional meetings that are accommodated in this task include a maximum of four (4) meetings with responsible agencies, if determinated necessary. Also included in this task, the Project Manager will be responsible for spending up to ten (10) hours each month during the environmental review process in the City of San Juan Capistrano Planning Department. The hours will be determined by the City and depend on the City's desire for the Project Manager to be available to the City's staff, the EIR consultant and community in order to address issues and facilitate the preparation of the Draft EIR. The Project Manager will be responsible for maintaining all of the project -related CEQA files, both at the City and in the office of KKC. Task Three - Review of Environmental Documents KKC will be responsible for the reviewing and providing comments on all of the environmental documents prepared by The Planning Center. Specifically, KKC will review and comment on the following documents and notices: • Initial Study/Notice of Preparation • NOP Distribution List • Screencheck EIR • Preliminary Draft EIR • Notice of Completion • NOC Legal Notice • Response to Public Comments/Final EIR • Mitigation Monitoring and Reporting Program • Findings of Fact • Statement of Overriding Considerations (if required) • De Minimis Certification • Notice of Determination For each of the documents identified above, the Project Manager will thorough review and prepare comments, including those made on the document and a "formal" written summary of the comments made on the specific CEQA document. The comments will be presented to the EIR consultant within the time frame specified in the contract for environmental services between the City of San Juan Capistrano and the FIR consultant. Task Four - Preparation of Agenda items and Staff Reports The Project Manager will be responsible for preparing all of the requisite agenda items, transmittals, and/or staff reports necessary to facilitate the City's environmental review process, including those necessary for the public meetings and/or hearings (e.g., Environmental Review Committee, Transportation Commission, Planning Commission, and City Council). This task will require reviewing applicable documents, summarizing the findings of those documents as they relate to the proposed project, and preparation of meeting agendas and staff reports. Task Five - Public Meetings and Hearings The Project Manager will be responsible for attending all required public meetings and hearings (not including those identified in Task One), making presentations to the respective decision-making bodies, and responding to questions and comments related to the proposed project. This task can accommodate attendance of the Project Manager at the following meetings and hearings: (1) 2 (two) meetings at the City's Environmental Review Committee, including one (1) at which the environmental determination is made and one (1) when the Draft EIR is presented; (2) one (1) meeting before the City's Transportation Commission; (3) two (2) hearings before the City's Planning Commission; and (4) two (2) hearings before the San Juan Capistrano City Council. 11. ESTIMATED BUDGET The scope of services and work described in Section I will be undertaken and completed fora not -to - exceed fee of $22,500.00. This fee includes meetings and coordination, preparation of the environmental analysis contained in the initial study, filing of necessary CEQA notices and printing, attendance at public hearings, and reproduction associated with the Initial Study/ Negative Declaration. A budget summary is presented below. Budget Summary Proposed Home Depot San Juan Capistrano, CA SIL �', i i% d1-i�tl�tliVttrfr .. FY.f eul�{in„$. 'fat; St'r,. Task 1 - Project Management/Coordination Coordination with City Staff/CEQA Consultant/Project Applicant 40 $ 90.00/Hour $ 3,600.00 Task 2 - Project -Related Meetings Meetings 48 $ 90.00/Hour $ 4,320.00 Bi -Weekly Meetings (24) ($ 2,160.00) Scoping Meeting (4) ($ 360.00) Community Meetings (8) ($ 720.00) Public Agency Meetings (12) ($ 1,080.00) San Juan Capistrano Office Hours 40 $ 90.00/Hour $ 3,600.00 Sub -Total - Task Two 88 $ 90.00/Hour $ 7,920.00 Task Man-Hours -;Billing Rake F3trmated-Budget Task 3 - Review Environmental Documents Initial Study/Notice of Preparation 4 $ 90.00/Hour $ 360.00 Screencheck EIR 40 $ 90.00/Hour $ 3,600.00 Preliminary Draft EIR/NOC 10 $ 90.00/Hour $ 900.00 Responses to Public Comments 16 $ 90.00/Hour $ 1,440.00 Mitigation Monitoring and Reporting Program 4 $ 90.00/Hour $ 360.00 Findings of Fact/Statement of Overriding Considerations 4 $ 90.00/Hour $ 360.00 4 $ 90.00/Hour $ 360.00 Sub -Total - Task Three 82 $ 90.00/Hour $ 7,380.00 Task Four - Preparation of Agenda Items and Staff Reports Prepare Agenda Items/Staff Reports 20 $ 90.00/Hour $ 1,800.00 Task Five - Public Meetings/Hearings Environmental Review Committee 2 $ 90.00/Hour $ 180.00 Transportation Commission 2 $ 90.00/Hour $ 180.00 Planning Commission (2) 8 $ 90.00/Hour $ 720.00 City Council (2) 8 $ 90.00/Hour $ 720.00 Sub -Total - Task Five 20 $ 90.00/Hour $ 1,800.00 TOTAL NOT -TO -EXCEED BUDGET 250 $90.00/Hour $22,500.00 III. BILLING AND PAYMENT All charges shall be in accordance with the Budget Summary presented in Section II of this proposal. Invoices shall be submitted on a monthly basis which clearly describe the specific services and tasks performed during the billing period. Charges will be based on a time -and -materials (T/M) basis. Each invoice is due and payable within 30 days of receipt and shall be considered delinquent on the 31" day. IV. PROJECT MANAGEMENT AND PERSONNEL Keeton K. Kreitzer, Principal of Keeton Kreitzer Consulting, will serve as Project Manager for the scope of work presented in this proposal for environmental consulting services. Mr. Kreitzer has over 25 years of environmental planning experience and has served as project manager for several similar 4 projects. He has been personally responsible for the preparation of over 100 environmental documents required pursuant to the California Environmental Quality Act and has also prepared environmental studies mandated under the National Environmental Policy Act. He has recently reestablished his own environmental consulting firm (Keeton Kreitzer Consulting) in order to provide public and private sector clients with high level, personalized environmental consulting services, including the preparation of environmental documents pursuant to CEQA and NEPA. He is currently managing the preparation of several environmental documents, including those forthe Newport Banning Ranch Local Coastal Program in the County of Orange, West Coyote Hills in the City of Fullerton, the Emery Ranch residential development plans in the Cities of La Mirada and Fullerton, and for the Central City Redevelopment Project Area in the City of Bell Gardens. V. STATEMENT OF OFFER/TERMS OF AGREEMENT KKC is prepared to begin work on this project immediately upon execution of the contract. You may be assured that should we be selected to provide the environmental services described in this proposal, we shall devote our full resources to the project and will approach it with the highest degree of enthusiasm, objectivity, and professionalism. KKC will perform all work described in this proposal for a budget of $22,500.00. This offer is valid for a period of sixty (60) days. It should be emphasized that these costs are based upon our assumptions made on the scope of the project. Should the scope change significantly, necessitating a change to the work program, we will contact you immediately and amend both the scope of services and budget accordingly. Offer Presented By: Keeton K. Kreitzer, Principal KEETON KREITZER CONSULTI Date: August 3, 2000 If the terms and conditions of this proposal meet with your approval, please execute this letter and return the original to KKC for our files. Receipt of the executed copy of this proposal will serve as the memorandum of agreement and your authorization for us to proceed on the project as described herein. CITY OF SAN JUAN CAPISTRANO Date: EXHIBIT "B", PAYMENT FOR SERVICES Section I. Consultant Fee: The total lump sum compensation for all services performed pursuant to this agreement shall not exceed twenty-two thousand, five -hundred dollars and no cents ($22,500.00). This fee shall include all costs incurred by the CONSULTANT for salary and out-of-pocket expenses for travel and miscellaneous expenses necessary to complete all work specified in the "Scope of Work" (Exhibit "A"). Section II. Contract Administration and Payment A. Consultant Payment Schedule: The City agrees to make progress payments to the CONSULTANT on a monthly basis limited to the completion of those tasks and the provision of those services detailed in the approved scope -of -work. (CAMy Documents\WordPerfect Documents\Advance_Planning\Rz0004HomeDepot\Rz0004hd-pfs.wpd)