07-1015_ENVIRONMENTAL SCIENCE ASSOCIATES_Personal Services Agreement Amd No. 10 0
AMENDMENT NO. 1 TO PERSONAL SERVICES AGREEMENT
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THIS AGREEMENT is made and entered into this �S day of ctJV"--
2007, by and between the City of San Juan Capistrano (hereinafter referred to as the
"City") and Environmental Science Associates, (hereinafter referred to as "Consultant').
RECITALS:
WHEREAS, City and consultant have entered into a Personal Services
Agreement dated June 27, 2007, for a total of $12,896 for environmental analysis
pursuant to the California Environmental Quality Act ("CEQA") and CEQA State and
local guidelines with respect to the City's proposed Ortega Pipeline Project; and,
WHEREAS, The term of the agreement shall be completed no later than 120
days from the effective date of the agreement.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Term.
This Amendment will extend the contract completion date by 365 days.
Section 2. Relationship to Agreement.
Except as to Section 1 herein, all other terms and conditions of the Agreement
shall remain unchanged.
Section 3. Entire Agreement.
This entire Agreement between the City and Consultant with respect to those
extra services described herein and any other understandings, oral or in writing, are
hereby superseded.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
ATTEST:
R. Monahan, City Clerk
APPROVED AS TO FORM:
John R. S w, City Attorney
By: Dan ZF Out.......
David F. Adams, City Manager
ENVRIONMENTAL SCIENCE ASSOCIATES
By: -C—
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PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this � day of _J KQ_
, 2007, by and between the City of San Juan Capistrano (hereinafter referred to
as the "City") and Environmental Science Associates, (hereinafter referred to as
"Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to prepare an initial study under the direction of the City's Planning Department
leading to a mitigated negative declaration for the Ortega Pipeline 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.
Under the direction of and in coordination with the City's Planning Department,
Consultant shall perform environmental analysis pursuant to the California
Environmental Quality Act ("CEQA") and CEQA state and local guidelines with respect
to the City's proposed Ortega Pipeline project, more particularly as set forth in the scope
of work, attached as Exhibit A, 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 120 days.
Section 3. Compensation.
3.1 Amount.
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Total compensation for the scope of services for this Project shall not exceed
twelve thousand eight hundred ninety-six dollars ($12,896), 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 rate 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.
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
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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.
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.
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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.
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 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:
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$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,
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/Termination of Insurance.
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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.
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: Environmental Science Associates
707 Wilshire Boulevard, Suite 1450
Los Angeles, CA 90017
Attention: Tom Barnes
Section 17. Attorneys' Fees.
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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").
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
David F. Adams, City Manager
ENVIRONMENTAL SCIENCE ASSOCIATES
1—.
By: s —[
APPROVED AS TO FORM:
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ESA Water •
April 11, 2007
Mr. Eric Bauman
City of San Juan Capistrano
EBauman@SanJuanCapistrano.org
707 Wilshire Boulevard •
Suite 1450
Los Angeles, CA 90017
213.599.4300 phone
213.599.4301 fax
www.esassoc.com
Subject: Proposal to Prepare an Initial Study Leading to a Mitigated Negative Declaration for the Ortega
Pipeline Project
Dear Eric:
ESA appreciates the opportunity to submit this proposal to conduct an environmental assessment pursuant to the
California Environmental Quality Act (CEQA) for the Ortega Pipeline project. It is our understanding that the
City is proposing to install approximately 5,287 linear feet of water conveyance pipeline within the Ortega
Highway right-of-way. The pipeline would be installed during the proposed widening of the Ortega Highway
currently under consideration by Caltrans. Environmental evaluation of the project would not begin until Caltrans
adopts the CEQA compliance document on the highway widening project. By installing the pipeline during
Caltrans' construction period, the City would minimize direct impacts of the project and avoid the need to disrupt
the street in the future.
Scope of Work
ESA will prepare an Initial Study (IS) pursuant to CEQA Guidelines to evaluate potential impacts of the proposed
pipeline installation project. The IS will include a project description that will describe the proposed project and
list the project objectives.
ESA will complete the CEQA checklist, providing necessary information to determine the significance of
potential environmental impacts. ESA will provide brief discussions for each resource area identified in the
Checklist to adequately explain impact significance conclusions. The IS will identify mitigation measures if
necessary to minimize potential impacts. The IS will incorporate information included in Caltrans' environmental
document as necessary to adequately evaluate the project's potential environmental impacts. We assume that this
will include referencing the Caltrans cultural resources assessment. In addition, we assume that the installation of
the pipeline would occur entirely within the construction footprint of the Caltrans project, and would not require
clearing any vegetation or removing structures beyond that required for the Caltrans project. ESA staff will
coordinate with City staff and Caltrans if necessary to confirm this assumption. For purposes of this scope
proposal, we assume that the IS will conclude that a Mitigated Negative Declaration (MND) will be the
appropriate CEQA compliance document.
ESA will submit five copies of the draft of the IS/MND to the City for review. ESA will incorporate the City's
comments and prepare up to 20 copies of the IS/MND for public review. We assume that the City will develop a
mailing list and mail the document for public review. ESA will assist the City to ensure compliance with CEQA
EXHIBIT "A"
ESAc
Water
Eric Bauman
April 11, 2007
Page 2
process requirements. If the City chooses to have a public meeting on the project, ESA staff will attend the
meeting and be available to note comments and answer questions as appropriate.
Following the public review period, ESA will compile comments received and prepare responses as part of the
record for the project. For purposes of this proposal, we assume that fewer than ten comment letters will be
received containing a moderate number of comments each. ESA will provide 10 copies of the Final IS/MND and
an electronic copy on a CD. ESA will prepare a draft Notice of Determination (NOD). ESA will incorporate City
comments and file the Final NOD with the State Clearinghouse and the County.
ESA will be available to meet once at the City of San Juan Capistrano and participate in up to three conference
calls regarding the project.
Cost Estimate and Schedule
ESA would conduct the above scope of work for a fee of $12,896. The attached spreadsheet provides more detail
on the cost estimate. The following table summarizes the proposed schedule.
Prepare Draft IS/MND
Four weeks from start date
Incorporate edits and publish IS/MND
Two weeks
Public review
Four weeks
Prepare responses to comments
Two weeks
The City adopts MND
Four weeks?
TOTAL
Sixteen weeks from start date
The scope and fee estimate do not include conducting pre -construction surveys for potential concerns. If you have
any questions regarding this proposed scope please give me a call. We look forward to hearing from you.
Sincerely,
Tom Bames
Southern California Group Manager
Encs.
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAX
www. sanjuancapistrano. org
TRANSMITTAL
TO:
Environmental Science Associates
707 Wilshire Blvd, Ste 1450
Los Angeles, CA 90017
Attention: Tom Barnes
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1776
FROM: Meg Monahan, MMC — City Clerk (949) 443-6308
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
RE: Amendment No. 1 to Personal Services Agreement: Amending agreement dated June 27,
2007 — Ortega Pipeline Project
Enclosed:
Original, executed amendment No. 1 as referenced above.
If you have questions regarding the agreement, please contact Eric Bauman, Water
Engineering Manager (949) 487-4312
CC:
Cynthia L. Russell, Interim Public Works Director
Eric Bauman, Water Engineering Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAX
www sanjuancapistrano. org
TRANSMITTAL
TO:
Tom Barnes
Environmental Science Associates
707 Wilshire Boulevard, Suite 1450
Los Angeles, CA 90017
IA[AANIRIN
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1776
MEMBERS OF THE CITY COUNCIL
DATE: June 27, 2007
FROM: Maria Morris, Deputy City Clerk (949) 443-6309
RE: Personal Services Agreement - Ortega Pipeline Project
Thank you for maintaining documentation confirming compliance with the terms of the
agreement related to insurance.
SAMALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949)443-6309.
If you have questions concerning this agreement, please contact Eric Bauman, Water
Engineer Manager (949) 487-4312.
An original agreement is enclosed for your records.
Cc: Eric Bauman, Water Engineer Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
�, Printed on 100% recycled paper