01-0501_URBAN CROSSROADS, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
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THIS AGREEMENT is made and entered into this day of
2001, by and between the City of San Juan Capistrano (hereinafter referr d to as the
"City") and Urban Crossroads, Inc. (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to conduct a study for the impacts of deleting certain roadwayg in San Juan
Capistrano from Orange County's Master Plan of Arterial Highways (MPAH); 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 four months from said
effective date.
Section 3. Compensation.
Total compensation for the Scope of Services for this Project shall not exceed
thirty-five thousand seven hundred & 00/100 dollars ($35,700.00), as set forth in Exhibit
"B," attached and incorporated herein by reference. Previous payments to RKJK for work
completed on this Scope of Services for this project total $2,290.54. The remainder of the
total compensation, thirty-three thousand four hundred nine &46/100 dollars ($33,409.46),
shall be the net total compensation to Urban Crossroads, Inc., for completion of the Scope
of Services for this project.
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MPAH Deletion Study 2 of 7
3.2 Rate Schedule.
1.2001
The services shall be billed to the City at the hourly rate set forth in Exhibit
"C," attached and incorporated herein by reference. Included within the compensation are
all 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.
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MPAH Deletion Study 3 of 7 May 1, 2001
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 furtherwork 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.
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MPAH Deletion Study 4 of 7 May 1, 2001
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.
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:
MPAH Deletion
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$500,000 property damage;
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May 1, 2001
$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 notterminate, nor shall they be cancelled, nor
the coverages reduced, until afterthirty (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.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
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MPAH Deletion Study 6 of 7 May 1, 2001
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 maybe 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 Administraitive Services
To Consultant: Mr. John Kain
Urban Crossroads, Inc.
41 Corporate Park, Suite 210
Irvine, CA 92606
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 oth r relief to which he may be entitled.
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").
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MPAH Deletion Study 7 of 7 May 1, 2001
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.
ATTEST:
f2 • G�-
ity Jerk
APPROVED AS TO FORM:
John R. "aw, City Attorney
CITY OF SAN JUAN CAPISTRANO
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By: �
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EXHIBIT A
SCOPE OF WORK
TRAFFIC STUDY FOR THE DELETION OF
SAN JUAN CREEK ROAD AND CAMINO LAS RAMBLAS
PROJECT BACKGROUND
The City of San Juan Capistrano is requesting that the Master Plan of Arterial
Highways (MPAH) be amended to delete the proposed extensions of San Juan
Creek Road and Camino Las Ramblas. D'ue to the potential impacts of the
deletions to other streets and roads in the area, a cooperative traffic study is
required under the provisions of the Guidance for the Administrative of the
PROJECT DESCRIPTION
This traffic study will evaluate the circulation l impacts and mitigations, if any, of
the proposed deletion of these sections of Sian Juan Creek Road and Camino
Las Ramblas from the MPAH. The study =west,
include the area bounded by
Crown Valley Parkway on the north, I-5 on thle west, the Foothill Corridor on the
east, and Camino De Los Mares on the southj. This area includes approximately
35 intersections.
STUDY ORGANIZATION AND SCHEDULE
RKJK will meet with the City project manager and OCTA staff on four occasions
(as needed) to coordinate the preparation of this study. Detailed work objectives,
RKJK's work schedule, and other related issues will be discussed and issues or
problems shall be resolved at these meetings. A kick-off meeting will be held
upon the initiation of work, and shall include staff from OCTA and affected local
jurisdictions. The staff from these agencies, plus representatives of the
Transportation Corridors Agency (TCA) may comprise the cooperative study
working group.
WORK PROGRAM
1. Traffic Forecasting
Traffic forecasts will be based on the use 'this
a traffic model consistent with the
Orange County Transportation Analysis Mdel (OCTAM). The South County
Traffic Model (SCTM) is currently being udated by Austin -Foust Associates,
Inc. (AFA) to be consistent with OCTAM. model has a fine-grain system
in the City of San Juan Capistrano and the surrounding area and hence will
be suitable for carrying out this traffic study. Modeling data and existing traffic
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count data will be obtained from AFA for use in this work effort. The model
exists in a 2000 base case version and a 2020 version.
2. Traffic Analysis
The analysis of traffic conditions and project impacts will include average
daily traffic (ADT) and volume -to -capacity (V/C) ratios for roadway links and
peak hour intersection capacity utilization, (ICU) values for intersections in the
study area. The following scenarios will be studied:
A. Existing Conditions
B. Year 2020 with San Juan Creek (Road and Camino Las Ramblas
extensions
C. Year 2002 with Camino Las Ramblap extension and without San Juan
Creek Road extension
D. Year 2020 with San Juan Creek Road and without Camino Las Ramblas
extension
E. Year 2020 without both roadway extensions
The traffic study will discuss traffic Gond
above. This will include an analysis i
service (LOS) policies of the City of '.-
Orange.
Orange. The AFA traffic model will be L
and without the proposed deletions. Int
designated study area intersections will
runs,
ns for each of the scenarios listed
the consistency with the level of
i Juan Capistrano and County of
d to carry out traffic forecasts with
,ection turn movement data at the
derived from these traffic model
3. Mitigation Measures
The traffic study will identify mitigation measures for any significant impacts
resulting from these potential deletions.
4. Conclusions and Recommendations
The findings and conclusions of the analysis will be presented in a concise
manner. Based upon the results of thel analysis, the study will include a
recommendation on the potential deletion lof San Juan Creek Road (with and
without the Camino Las Ramblas extension) and other changes to the MPAH
resulting from this deletion. In addition, the study will include a discussion of
the potential impacts of deleting the Camino Las Ramblas extension on other
roads in the MPAH system in the study area.
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5. Traffic Study Review and Meetings
A copy of the draft traffic study will be distributed for review and comment to
the cooperative study working group. Qased on comments received, the
study will be revised and re -circulated for final review. Copies of the final
report will be provided to the working group members. It is anticipated the
working group will meet up to three times during the cooperative study
process (excluding the kick-off meeting).
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EXHIBIT C
BILLING RATES FOR URBAN CROSSROADS, INC.
Compensation for Services
The Consultants Billing rates for services are as follows:
Position Hourly Rate
Senior Principal $145.00
Principal $135.00
Associate Principal $120.00
Senior Associate $105.00
Associate $ 95.00
Senior Engineer/Planner/Designer $ 80.00
Engineer/Planner/Designer $ 70.00
Assistant Engineer/Planner $ 60.00
Senior Technician
$ 50.00
Engineering Technician II
$ 40.00
Engineering Technician 1
$ 35.00
Engineering Aide
$ 30.00
Administrative Assistant $ 40.00
Administrative Aide $ 35.00
Clerical Aide $ 30.00
General
(1) Reimbursable direct costs, such as reproductio , supplies, messenger service, long-distance
telephone calls, travel and traffic counts will be billed at cost plus ten (10) percent.
(2) Hourly rates apply to work time, travel time and time spent at public hearings and meetings. For
overtime work, the above rates may be increased 50 percent.
(3) Client payment for professional services is not contingent upon the client receiving payment from
other parties.
(4) Billing statements for work will be submitted monthly. Statements are payable within thirty (30)
days of the receipt by client of statement. Any statement unpaid after thirty (30) days shall be
subject to interest at the maximum permitted by law.
April 13, 2001