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06-1101_CULBERTSON ADAMS & ASSOCIATES, INC_Personal Services Agreement0 0 PERSONAL SERVICES AGREEMENT 0- n',.�• THIS AGREEMENT is made and entered into this L day of �w 2006, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and CULBERTSON ADAMS AND ASSOCIATES, INC., (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to environmental consultant services for the Terminal Reservoir No. 3 Project; 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 no later than April 30, 2007. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall be for a not to exceed fee of Thirteen Thousand Four Hundred Dollars ($13,400) as set forth in Exhibit "A", attached and incorporated herein by reference. 3.2 Rate Schedule. 0 0 The services shall be billed to the City as set forth in Exhibit "A" 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. Notwithstanding the payment terms outlined in Exhibit "A, 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. 2 0 0 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. Consultant shall complete the Scope of Services as set forth in the schedule included in Exhibit "A", attached and incorporated herein by reference. 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. 3 0 9 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. Section 13. Indemnity. Consultant agrees to protect, and hold harmless City, its elected and appointed officials and employees from any and all liabilities, expenses or damages of any nature, including reasonable attorneys' fees, for injury or death of any person or damage to property or interference with use of property resulting from errors and omissions committed by Consultant arising from the negligent acts of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. Section 14. Insurance Insurance required herein shall be valid for a minimum of one year, or term of contract, whichever is longer, and it 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. 4 0 0 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 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 Clerk of the Board's office 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. 14.7 Terms of Compensation. 0 0 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: Public Works Director To Consultant: Shawna Schaffner Culbertson Adams and Associates, Inc. 85 Argonaut, Suite 220 Aliso Viejo, CA 92656 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. 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"). 2 0 0 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: &0zLA 'F 0416-� Dave Adams, City Manager CONSUL M ATTEST: ahan, City Clerk APPROVED AS 0 FORM: John R. Sh w, City Attorney Culbertson Adams and 10/20/2008 15:38 FAX 94958135 CULBERRTTfSON ADAMS • 002/004 CULBERTS ON. ADAMS &AssOC1A-1'ES PLANNING CONSULTANTS October 20, 2006 Mr. Peter Salgado City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Subject: Proposal for Professional Planning Services for Off -Site Mitigation Associated with Terminal Reservoir No. 3 Dear Mr. Salgado: Culbertson, Adams & Associates, Inc. (CAA) appreciates the opportunity to submit this proposal for Off-site Mitigation Associated with Terminal Reservoir No. 3. Based upon the information you have provided to us, CAA understands that the City of San Juan Capistrano (City) has obtained Resource Agency permits for impacts to wetlands associated with Terminal Reservoir No. 3, and after planning the mitigation it was discovered that the entire 0.56 acre of on-site mitigation required in the City's permits could not in fact be accommodated on site. At this time, the City would like to mitigate a portion of the 0.56 acre on-site, and mitigate the remaining portion off-site. The off-site area identified by the City is the 760 Reservoir habitat restoration site (Reservoir Canyon). Based on your request, CAA is prepared to negotiate with the Resource Agencies on the City's behalf in order to obtain approval to mitigate for a portion of impacts "m the Terminal Reservoir No. 3 to an off-site location within the Reservoir Canyon. The Resource Agencies will treed to approve the placement of additional riparian habitat within the previously approved Reservoir Canyon restoration area. Creating additional acreage to the existing riparian habitat will displace approximately 0.5 acre of restored coastal sage scrub, which will need to be mitigated. CAA will attempt to negotiate with the Resource Agencies to allow for replacement of this acreage on a 1:1 ratio. Increasing the acreage of habitat within Reservoir Canyon will require additional work on the part of Dr. Jeffrey B, Froke. First, Dr. Froke will need to oversee the installation of the additional riparian habitat. Dr, Froke will also need to oversee the relocation of costal sage scrub that will be displaced by the additional riparian habitat. Furthermore, Dr. Froke will need to monitor the additional riparian habitat, and file monitoring reports for this additional habitat, consistent with (he Resource Agency requirements, EXHIBIT A 85 Argonaut, Suite 220, Aliso Viejo, California 92656-4105 • (949) 581.2888 . Fax (949) 581-3599 10/20/2006 15:38 FAX 949561316 Mr. Peter Salgado October 20, 2006 Page 2 CULBERTSON ADAMS • F :N1= Our work efforts may be further summarized as follows: 12003/004 Task Cost 1. Negotiate with Resource Agencies to allow for Terminal Reservoir No. 3 impacts to _ $ 2,800, 00 be partially mitigated off-site in Reservoir Canyon. This work effort includes three one- hour conference calls with Resource Agencies, one formal request letter, one meeting with the Resource Agencies, and three one-hour strategy sessions on behalf of the City. 2. Negotiate with Resource Agencies increase acreage of riparian habitat in previously $ 2,800.00 Reservoir Canyon restoration area and to allow for replacement of coastal sage scrub with riparian habitat. This work effort includes two one-hour conference calls with Resource Agencies, one formal request letter, one meeting with the Resouret Agencies, exhibit preparation, and three one-hour strategX sessions on behalf of the City. 3. if negotiation under Task 2 above is not successful for replacement of coastal sage _ $ 2,200.00 scrub, negotiate with Resource Agencies to allow 1:1 replacement of coastal sage scrub. Work with Dr. Frokc and the Resource Agencies to identify suitable location for replacement of coastal sage scrub. This work effort includes one two-hour field meeting, exhibit preparation, augmentation to the restoration plan and negotiation with the Resource Agencies. 4. Dr. Frokc review and evaluation of Terminal Reservoir No. 3 Conceptual Wetland $ 750,00 Restoration Plan as it relates to Reservoir Canyon. Coordination with Merkel & Associates, Inc. for necessary amendments to 21an. 5. Dr. Frokc observe/ oversee riparian habitat installation. 1 field da $ 1,300.00 6. Dr. Froke observe/ oversee re -planting of coastal sae scrub. 1 field da $ 1,300.00 7. Dr. Froke on-going monitoring of additiunal riparian habitat concurrent with $1,500.00 established monitoring schedule. 8. Dr. Frokc preparation of annual monitoring report for riparian habitat $ 750.00 Tolal —S13,400.00 At this time we are requesting $13,400.00 be added to our contract, bringing the overall contract amount to $37,500.00. We believe this estimate will be sufficient; however, we will inform you when we reach 75% of this amount. Should you concur with this request to amend the agreement, our authorization to continue under dae terms outlined can be memorialized by your execution of the signature on the following page. Should you have any questions, please do not hesitate to contact Shawna Schaffner or me at (949) 581-2888. Sincerely, C bertson, Adams Associates, Inc. AB.a Thth s President 10/20/2096 15:38 FAX 949581359 Mr. Peter Salgado October 20, 2006 Page 3 Concurrence/Authorization to Proceed Signature: Title: Date: Name: Organization: Place of Execution: CULBERTSON ADAMS • I A 004/004