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
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,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.
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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.
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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,
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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
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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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
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KEETON KREITZER CONSULTING
By:
Keeton Kreitzer, Principal
ATTEST:
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APPROVED AS TO FORM:
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John R. aw, City Attorney
Exhibits: Exhibit A, Scope of Work.
Exhibit B, Payment for Services.
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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
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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)