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01-0524_IMPACT SCIENCES_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this . day of i rviJ , 2001, by and between the City of San Juan Capistrano (hereinafter referre as the "City") and Impact Sciences (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to prepare a Supplemental Environmental Impact Report for Pacific Point (General Plan Amendment, CDP/Zone Change, and Vesting Tentative Tract Map); 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 March 9, 2002. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed Thirty -One Thousand, Seven Hundred and Ninety -Five Dollars ($31,795), as set forth in Exhibit "B," attached and incorporated herein by reference. 3.2 Rate Schedule. The services shall be billed to the City at the rates set forth in Exhibit "B," attached and incorporated herein by reference. Included within the compensation are all c.\myfiles\agree\personalsvcs.wpd 01/25/00 pACiry Manager\cmgr shared\personalsvcs.wpd -t- the Consultant's ordinary office and overhead expenses incurred by it, its agents and employees, including meetings with the City representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Consultant's proposal. 3.3 Method of Payment. Consultant shall submit monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of projected completion for approval by the City. The City will pay monthly progress payments based on approved invoices in accordance with this Section. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. 3.4 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. 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. c.\myfiles\agree\personalsvcs wpd 01/25/00 p'\City Manager\cmgr shared\personalsvcs.wpd -2- 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. Section 7. Familiarity with Work and Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) it has investigated the proposed construction site, including the location of all utilities, and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 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. c'\my0les\agree\personalsvcs.wpd 01/25/00 pACiry Manager\cmgr shared\personalsvcs.wpd -3- Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 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 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. c\myfiles\agree\personalsvcs.wpd 01/25/00 pACity Manager\cmgr shared\personalsvcs.wpd '4' 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period 14.3 Worker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 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 using ISO form CG 20 10 11 85 (in no event with an edition date later than 1990) to the City's General Counsel 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's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. c:\myf1es\agree\personalsvcs.wpd 01/25/00 piCity Manager\cmgr shared\personalsvcs.wpd -5- 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: Impact Sciences 30343 Canwood Street, Suite 210 Agoura Hills, CA 91301 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. c'\mytiles\agree\personalsvcs.wpd 01/25/00 p \City Manager\cmgr shared\personalsvcs.wpd -6- 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 e)gecuted this Agreement. CITY C(F 5AM JUAN CAPISTRANO M ATTEST: i.l..._/ D. !- ►-. APPROVED AS TO FORM: John R. law, City Attorney ENCES , City Manager cAmyfiles\agree\personalsvcs.wpd 01/25/00 piCity Manager\cmgr shared\personalsvcs.wpd -7- March 5, 2001 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attn: Mr. C. J. Amstrup Re: Revised Scope of Work and Budget Estimate to prepare a Supplemental Environmental Impact Report for Pacific Point (General Plan Amendment, CDP/Zone Change, and Vesting Tentative Tract Map) Dear Mr. Amstrup: Impact Sciences is please to submit a revised scope of work and budget estimate to prepare the Supplemental Environmental Impact Report (SEIR) for Pacific Point, Final Environmental Impact Report (State Clearinghouse No. 89010046). Our intent is not to "re -invent the wheel" but to use as much information previously prepared as possible. We will use the following information for preparation of the SEIR as appropriate: • Supplemental Environmental Impact Report to Pacific Point, Culbertson, Adams & Associates, Inc., October 1999. • Development Agreement for the Pacific Point Project, August 6, 1992. • Vesting Tentative Tract Map No. 15609. • Application for a General Plan Amendment Rezone (Conceptual Development Plan Amendment) Revised Vesting Tentative Map and Environmental Determination, prepared by Culbertson Adams & Associates, June 25,1999. • handed Initial Study and Addendum to Environmental Impact Report No 80-2 (Forster Canyon Planned Community) and Pacific Point EIR, prepared by Culbertson, Adams & Associates, Inc., June 1999. Since our original proposal the project applicant has changed the project application considerably to the point that some of the previously submitted documentation supporting the project may now not be applicable. Based upon our meeting with the project's representative on February 16, 2001, we understand that most if not all of the planning areas within the Pacific Point development (Tentative Tract 15609) have changed as a result of proposed modifications to the project site due to geologic conditions. As a result overall densities have changed as well as a proposed increase in the overall unit count for the site. Our previous proposal focused upon the Harbor Vista residential portion of the site, which was originally approved for research and development by the City Council in 1981. Based upon previously prepared environmental documentation, we suggest that the SEIR contain the following components and chapters: OFFICES IN .Iui 11rV,. SUUfHII'll II IIIO11111A EXHIBIT A RECEIVED MAR 8 2001 IMPACT SCIENCES 30343 Canwood street, suite 210 PLANNING DEPT. Agoura Hills, California 91301 Telephone (818) 879,1100 FAX(818)879,1440 impsci®impactsciences.com March 5, 2001 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attn: Mr. C. J. Amstrup Re: Revised Scope of Work and Budget Estimate to prepare a Supplemental Environmental Impact Report for Pacific Point (General Plan Amendment, CDP/Zone Change, and Vesting Tentative Tract Map) Dear Mr. Amstrup: Impact Sciences is please to submit a revised scope of work and budget estimate to prepare the Supplemental Environmental Impact Report (SEIR) for Pacific Point, Final Environmental Impact Report (State Clearinghouse No. 89010046). Our intent is not to "re -invent the wheel" but to use as much information previously prepared as possible. We will use the following information for preparation of the SEIR as appropriate: • Supplemental Environmental Impact Report to Pacific Point, Culbertson, Adams & Associates, Inc., October 1999. • Development Agreement for the Pacific Point Project, August 6, 1992. • Vesting Tentative Tract Map No. 15609. • Application for a General Plan Amendment Rezone (Conceptual Development Plan Amendment) Revised Vesting Tentative Map and Environmental Determination, prepared by Culbertson Adams & Associates, June 25,1999. • handed Initial Study and Addendum to Environmental Impact Report No 80-2 (Forster Canyon Planned Community) and Pacific Point EIR, prepared by Culbertson, Adams & Associates, Inc., June 1999. Since our original proposal the project applicant has changed the project application considerably to the point that some of the previously submitted documentation supporting the project may now not be applicable. Based upon our meeting with the project's representative on February 16, 2001, we understand that most if not all of the planning areas within the Pacific Point development (Tentative Tract 15609) have changed as a result of proposed modifications to the project site due to geologic conditions. As a result overall densities have changed as well as a proposed increase in the overall unit count for the site. Our previous proposal focused upon the Harbor Vista residential portion of the site, which was originally approved for research and development by the City Council in 1981. Based upon previously prepared environmental documentation, we suggest that the SEIR contain the following components and chapters: OFFICES IN .Iui 11rV,. SUUfHII'll II IIIO11111A EXHIBIT A Mr. C.J. Amstrup March 5, 2001 Page 2 Introduction Project Description Environmental Analysis Land Use Geotechnical Resources Public Utilities/Water Supply Air Quality Transportation/Circulation Biological Resources Noise Aesthetics Organizations and Persons Consulted References We understand that the project applicant will be submitting a noise study prepared by Mestre Greve addressing the noise impacts of the Harbor Vista neighborhood. This noise study should also include proposed mitigation that is necessary to satisfy the City's Noise Element and Ordinance. As a part of this proposal it is understood that the City will coordinate with Robert Kahn to update the traffic model and subsequent conclusions. Due to the tremendous volume of geologic reports prepared for the project site, it was agreed that the City's geologic consultant would prepare a summary report outlining the conclusions of the geologic investigations. This summary report would also include a statement that the City considers the geologic materials prepared to date adequate for the level of study necessary for environmental review. Lastly, Culbertson Adams & Associates will prepare a complete project description including a summary of all proposed planning areas, proposed units and proposed density. A summary chart should be prepared presenting this information in a comparative manner to the approved General Plan designations adopted for the site in 1981, zoning and the recently approved City-wide General Plan. A visual simulation will be prepared showing Parcel 8 developed with research and development uses as compared to the proposed residential units. Care will be taken to situate the units as allowed under the proposed CDP regulations for the Harbor Vista Residential units. Visual simulations will use prototype housing similar to design models that have been forwarded to us by the applicant's representatives. We understand that the project applicant is anxious to proceed with preparation of the Supplemental EIR. We will prepare an Administrative Screencheck EIR four weeks after receipt of all of the above noted information. We will not have our visual simulation expert begin work on the project until we all concur with the results and mitigation measures outlined in the noise study. We can accomplish this task, however, with a conference call. We anticipate that the City will require a minimum one-week review of the Administrative Draft SEIR. Given her familiarity with the project site and the community, Ms. Susan Tebo will prepare or direct the entire SEIR. Mr. Thomas Worthington will conduct principal peer Mr. C.J. Amstrup March 5, 2001 Page 3 review. Their qualifications and resumes are on file with the City. Based upon our conversations, we expect that the SEIR could be available for public review no later than late -April 2001. However, this date is dependent upon the submittal of the above noted information in a timely fashion. As a note, our costs for preparation of the Supplemental FIR have increased slightly. These changes are due to several factors: our previous scope and estimated costs were more than two years old and our billing rates have increased since that time. Additionally, our level of effort for the Land Use section of the FIR will be increased due to the overall change in the tentative map and subsequent land use implications. If you have any questions regarding this proposal please do not hesitate to contact us at your earliest convenience. Per your verbal authorization, we will begin working on this project. However, we would require a written agreement to be executed in approximately two weeks. If there are any additions or modifications to the above, it will be helpful for us to know as soon as possible. We very much look forward to working with you on this project. INC. Principal 10 M, i/ Susan Tebo Senior Project Manager PACIFIC Poi, -4 T SUPPLEMENTAL EIR COS i ESTIMATE REVISED EXHIBIT B Project Initiation/ Kick -Off With Ci $105 8 $840 -M Subtotal Introduction $105 $840 2 $210 Project Description $105 6 _ -, $630 Geotechnical Resources $105 24 $2,520 _ _ Transportation/Circulation $105 8 $840 _ Biota $105 3 $315 Noise $105 16 $1,680 AestheticsNisual Resources $105 6 $630 Utilities $105 4 $420 Land Use/Pop. Housing $105 12 $1,260 Air Quality $105 10 $1,050 Or $65 1 $65 References $65 1 $65 Subconsultant Tibor Karsai/Aesthetics $3,000 Subtotal (CONTINUES ON FOLLOWING PAGE) $13,525 i EXHIBIT B PACIFIC POh-jT SUPPLEMENTAL EIR COS f ESTIMATE REVISED Subtotal from Previous Page Response to City Comments $13,525 $105 w., 16 $1,680 Attendance at Env. Assessor Meeting__ $105 8 $840 Prepare Document $55 20 $1,100 Subtotal Plannin Commission (21 __.-_-- $105 10 _ $3,620 $1,050 ----__.-- $175 _ —— 101 $1,750 CityCouncii 2 _ ___ $105 10 $1,050 _____ $175 _ 10 $1,750 Subtotal $5,600 a Responses to Comments"' _. _ _ . $105 24 -- ---- $2,520 $175 8 $1,400 Project Management $105 $175 12 $1,260 Principal Review 6 $1,050 8 Prepare. Document $55 _ $440 Graphics $65 16 $1,040 Subtotal 1 $7,710 Reimbursabies GRAND TOTAL _—_ _ _ $500 $31,795 i Otional $65 4 mitigation Monitoring Program $260 Optional Total $260 This cost estimate does not include document reproduction costs. " Estimate only. Additional time required for this task will be negotiated _ with the City if required.