04-0924_COTTON/BRIDGES/ASSOCIATES_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this .24 day of SEvTFnA5e2
2004, by and between the City of San Juan Capistrano (hereinafter referred to as the
"City") and Cotton/Bridges/Associates a division of P & D Consultants (hereinafter referred
to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to prepare a noise assessment for Marbella Country Club in San Juan
Capistrano; 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. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks as set
forth in Exhibit 'A" attached and incorporated herein by reference.
Consultant warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of
its profession.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later than October 22, 2004.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services forthis Project shall not exceed
Six Thousand Dollars ($6,000.00), as set forth in Exhibit "A," attached and incorporated
herein by reference.
3.2 Rate Schedule.
The services shall be billed to the City at the hourly rates set forth in Exhibit
"A," attached and incorporated herein by reference. Included within the compensation are
all the Consultants ordinary office and overhead expenses incurred by it, its agents and
employees, including meetings with the City representatives and incidental costs to
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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 and is aware
of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the
work under this Agreement. Should Consultant discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by City, it shall
immediately inform City of this and shall not proceed with further work under this
Agreement until written instructions are received from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
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 Consultants
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
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the City upon demand without additional costs or expense to the City. The City
acknowledges such documents are instruments of Consultant's professional services.
Section 13. indemnity.
Consultant shall indemnify, hold harmless, and defend the City, its Council, officers,
agents and employees from and against any and all claims and losses, costs or expenses,
including but not limited to any damage due to death or injury to any person and/or injury
or damage to any property resulting from any act or omission of Consultant or any of its
officers, employees, servants, agents, or subcontractors in the performance of this
Agreement. Such cost and expense shall include reasonable attorney fees.
Notwithstanding any other provision of this section 13, and as a separate and
independent covenant and obligation, Consultant shall indemnify and hold harmless, but
not defend City, its Council, officers, agents and employees from and against any damage,
liability, loss, cost or expense, which arise out of claim, court action, or administrative
proceeding challenging City approval of the Junipero Serra High School South Campus,
the Environmental Impact Report (EIR) for such project, or any part of the development
identified in the project for which Consultant is preparing the Environmental Impact Report
(EIR) if it is determined by a court action having jurisdiction that Consultant or any of its
agents, employees, or subcontractors negligently performed its services under this
agreement. Consultant's obligation to indemnify the City shall include reasonable attorney
fees and costs.
Section 14. Insurance.
Insurance required herein shall be provided by Admitted Insurers in good standing
with the State of California and having a minimum Best's Guide Rating of A- Class VII or
better.
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.
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Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive Automobile Liability coverage, including owned, hired and non -
owned vehicles in the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement to the Consultant's general liability and umbrella liability
policies to the City Clerk's office for certification that the insurance requirements of this
Agreement have been satisfied.
14.5 Errors and Omissions Coverage
Throughout the term of this Agreement, Consultant shall maintain Errors and
Omissions Coverage (professional liability coverage) in an amount of not less than One
Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant
shall submit an insurance certificate to the City Clerk's office for certification that the
insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancellation/Term!nation of Insurance.
The above policy/policies shall notterminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to City, except that
ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
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14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with
all insurance requirements of this Agreement.
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
To Consultant: Cotton/Bridges/Associates
Rio San Diego Plaza
8954 Rio San Diego Drive, Suite 610
San Diego, CA 92108
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
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Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS').
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By:
David F. Adams, City Manager
X0
ATTEST:
Monahan, City Clerk
APPROVED AS TO FORM:
John R. aw, City Attorney
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September 24, 2004
Mr. William Cunningham, AICP
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
RE: Proposal to provide noise assessment for the Marbella Country Club
Dear Mr. Cunningham:
Cotton/Bridges/Associates (CBA) previously presented a proposal to the City of San Juan
Capistrano (the City) to provide noise monitoring/assessment services for the Marbella
Country Club (dated September 17, 2004). The City has requested that CBA provide two
additional proposals: the first to consist of two (2) noise monitoring sessions (Option A);
and the second to consist of a total of four (4) noise monitoring sessions with a final noise
analysis report (Option B).
CBA has reviewed the Temporary Use Permit (04-15 Marbella Country Club Outdoor
Events) as contained in Planning Commission Resolution No. 04-09-14 as provided by
the City of San Juan Capistrano. Based on that information and conversations with
yourself, CBA proposes to provide the following services to the City:
Option A: Conduct Two (2) Noise Monitoring Sessions
CBA will utilize the professional services of Alliance Acoustical Consultants, Inc (AAI)
to conduct continuous noise monitoring at four (4) separate locations within appropriate
proximity to the outdoor event site to determine exterior noise levels for two (2)
individual outdoor events. The events to be monitored will he held on the following
dates: September 18 and September 25. Noise monitoring will be simultaneously
conducted for approximately six (6) hours for the September 18 event, and for a period of
approximately two (2) hours for the September 25 event. The City will be provided with
two (2) summary report (one for each noise monitoring session) that will consist of the
following elements: a graphic depicting the approximate location of the noise monitoring
equipment in relation to the subject property and surrounding land uses; and a summary
of the data collected (in tabular format). No data analysis, impact assessment, or
prescribed mitigation will be included. The estimated cost to complete this Option A is
$6,000.
EXHIBIT A
September 24, 2004
Mr. William Cunningham, AICP
Page 2
Option B: Conduct Four (4) Noise Monitoring Sessions and Prepare Final Noise
Analysis Report
CBA will utilize the professional services of Alliance Acoustical Consultants, Inc (AAI)
to conduct continuous noise monitoring at four (4) separate locations within appropriate
proximity to the outdoor event site to determine exterior noise levels for four (4)
individual outdoor events. The events to be monitored will he held on the following
dates: September 18, September 25, October 2, and October 9. Noise monitoring will be
simultaneously conducted for approximately six (6) hours for the September 18 event,
and for a period of approximately two (2) hours for the September 25, October 2, and
October 9 events. The City will be provided with four (4) summary reports (one for each
noise monitoring session) that will consist of the following elements: a graphic depicting
the approximate location of the noise monitoring equipment in relation to the subject
property and surrounding land uses; and a summary of the data collected in tabular
format. A noise analysis letter report will be prepared assessing the measurement data
with respect to the City's Noise Ordinance Standards, discuss general approaches to noise
mitigation measures, as warranted, and provide a conclusion of findings. The estimated
cost to complete this Option 8is $15,600.
Cost Estimate
Please refer to Attachment 1 for a summary budget for both Options A and B.
Authorization for this Scope of Service may be provided immediately by indicating
which Option the City would like CBA to pursue, as well as signing both copies of this
letter and returning one copy to CBA. We look forward to a favorable consideration of
this proposal and your immediate authorization to initiate our work. Please contact me at
your earliest convenience if you have any questions regarding our proposed amendment.
Sincerely,
John E. Bridges, FAICP
Managing Principal
Attachments (1)
Authorized:
CJp-Ai0✓1 A
Indicate Option A or B
Attachment 1
Cost Estimate - Marbella Country Club Noise Assessment
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Labor
Coat
Option A
Conduct noise monitoring for two outdoor events
September 18 (4 m-10pm)
$3,360
September 25 (8 m-10pm
0
Total Option A
Option B
$6,000
Conduct noise monitoring for four outdoor events and prepare noise assessment report
S tember 18 (4pm-10pm)
$3,360
September 25 (8pm-10pm)
$2,640
October 2 (bpm AOpm)
$2,640
October 9 (8 m-10 m)
$2,640
Preparation of report (analysis) based on data from four (4) monitoring events
$4,320
Total Option B
$15,600
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