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08-1030_KEETON KREITZER CONSULTING_Personal Services AgreementPERSONAL. SERVICES AGREEMENT THIS AGREEMENT is made and entered into this y ofugust; 2008, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Keeton Kreitzer Consulting (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to manage the environmental review process and prepare a Focused Environmental Impact Report (EIR) pursuant to the California Environmental Quality Act for Architectural Control (AC) 07-17, Grading Plan Modification (GPM) 07-01, and Rezones (RZ) 07-02, Koll San Juan and related land development applications; 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 June 30, 2008, provided CITY and the project applicant provide timely information and responses to draft work in a timely manner. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed twenty-eight thousand, eight -hundred and eighty dollars and no cents ($28,880), as set forth in Exhibit "B," attached hereto and incorporated herein by reference. AC 07-17, GPM 07-01 & RZ 07-02 Koll San Juan Personal Services Agreement 1 of 7 August 2008 3.2 Rate Schedule. 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 t1 ort 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 Scol2e 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. AC 07-17, GPM 07-01 & RZ 07-02 Koll San Juan Personal Services Agreement 2 of 7 August 2008 Section 7. ParniliaritV 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. 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. AC 07-17, GPM 07-01 & RZ 07-02 Kull San Juan Personal Services Agreement 3 of 7 August 2008 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 project for which Consultant is preparing the environmental documents, 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. 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; AC 07-17, GPM 07-01 & FEZ 07-02 Koll San .duan Personal Services Agreement 4 of 7 August 2008 $1,000,000 injury to more than one personlany 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 Req uirementslEndo rsement. 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 not be required to maintain Errors and Omissions Coverage, 14.6 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be canceled, 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 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. AC 07-17, GPM 07-01 & RZ 07-02 Koll San Juan Personal Services Agreement 5 of 7 August 2008 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 Attm Director of Administrative Services 32400 Paseo Adelanto San Juan Capistrano, CA 92675 To Consultant: Keeton Kreitzer, Principal Keeton Kreitzer Consulting 17291 Irvine Boulevard, #305 Tustin, CA 92780 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"). 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. AC 07-17, GPM 07-01 & RZ 07-02 Koll San Juan Personal Services Agreement 6 of 7 August 2008 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: { Dave Adams, City Manager KEETON KREITZER CONSULTING sm ATTEST: ret Monahan, City Clerk "'tea ! F . • wi1.L Omar Safndoval, City Exhibits: Exhibit A, Scope of Work. Exhibit B, Payment for Services. Exhibit C, Rate Schedule, Keeton Kreitzer, Principal AC 07-17, GPM 07-01 & RZ 07-02 Koll San Juan Personal Services Agreement 7 of 7 August 2008 Scope and Budget Draft Focused EIR — Koll San Juan Keeton Kreitzer Consulting Task One — Initial Study/NOP/Scoping Meeting Coordination with City staff • Revise IS based on City comments Prepare NOP Distribute NOP Attend Scoping Meeting Estimated Schedule: 1 Week Estimated Budget: $$2,300.00 Task Two —Draft Focused EIR • Coordination with City staff • Prepare Admin Draft Focused EIR (Traffic, Noise, Air Quality, Aesthetics, and Land Use) ■ Revise Admin Draft Focused Elft (i.e., respond to City Comments) ■ Prepare Draft Focused EIR and NOC • Distribute Draft Focused EIR Estimated Schedule: 4 — 6 Weeks (Includes with 30 -day NOP Comment Period) Estimated Budget: $15,000.00 Task Three — Responses to Public Comments Coordination with City staff Prepare Responses to Public Comments Received on Draft Focused EIR • Distribute Responses 10 -days prior to PC Hearing Estimated Schedule: 2 Weeks Estimated Budget: $2,760.00 Task Four — Public Hearings • Prepare for and Attend Planning Commission Hearing Prepare for and Attend City Council Hearing Estimated Schedule; As Required Estimated Budget: $1,200.00 (based on 2 hearings and 4 hours/hearing) Task Five —Final Focused EIR Compile Final Focused EIR ■ Submit Final Focused EIR to City Estimated Schedule: 1 Week Estimated Budget: $1,200.00 Task Six — Prepare Leg I Notices • Prepare NOP and file with County Clerk/Recorder • Prepare NOA for publication and distribution Prepare NOC distribution to State Cfearinghouse • Prepare NOD and file with County Clerk/Recorder Estimated Schedule: As Required Estimated Budget: $920.00 Printing and Reproduction/Miscellaneous • Print 50 copies of NOP Postage (Certified Mail) for NOP Print 50 copies of the Draft Focused EIR • Postage (Receipt Confirmation) for NOC/Draft Focused EIR • Supplies (Envelopes, etc.) Estimated Schedule: As Required Estimated Budget: $5,500.00 Total Estimated Budget: $28,880.00 EXHIBIT "B", PAYMENT FOR SERVICES Focused Environmental Impact Report (EIR) Project: Koll San Juan Consultant: Keeton Kreitzer Consulting Section 1, Consultant Fee: The total lump sum compensation for all services performed pursuant to this agreement shall not exceed $28,880. This fee shall include all costs incurred by the CONSULTANT for salary and out-of-pocket expenses for travel and miscellaneous expenses necessary to complete all work specified in the "Scope of Work" (Exhibit "A"). Section II. Contract Administration and Payment A. Prepayment by Applicant: The CITY shall require that the applicant shall, upon execution of this agreement, deposit with the CITY, the amount referenced in Section I. above. B. Consultant Payment Schedule: The City agrees to make progress payments to the CONSULTANT according to the following schedule: 1. Not more than ten percent (10%) cumulative of the total contract amount shall be paid to CONSULTANT within thirty (30) days of completion of the Notice of Preparation (NOP) process, scoping meeting, and submission of the EIR project description to CITY and upon demand by CONSULTANT. 2. Not more than ten percent (10%) monthly up to a maximum of sixty percent (60%) cumulative of the total contract amount during preparation of the technical reports and the Screencheck Draft EIR shall be paid to CONSULTANT within thirty (30) days of demand by CONSULTANT. 3. Not more than seventy percent (70%) cumulative of the total contract amount shall be paid to CONSULTANT within thirty (30) days of submission of the EIR Project Alternatives to CITY and upon demand by CONSULTANT. 4. Not more than seventy percent (75%) cumulative of the total contract amount shall be paid to CONSULTANT within thirty (30) days of submission of the Screencheck Draft EIR to CITY and upon demand by CONSULTANT. 5. Not more than eighty (80%) cumulative of the total contract amount shall be paid to CONSULTANT within thirty (30) days of submission of the Public Review Draft EIR to CITY and upon demand by CONSULTANT. 6. Not more than eighty-five (85%) cumulative of the total contract amount during the public review period on the Draft EIR shall be paid to CONSULTANT within thirty (30) days of demand by CONSULTANT. 7. Not more than ninety-five percent (95%) cumulative of the total contract amount shall be paid to CONSULTANT within thirty (30) days of the submission of the Draft Final EIR and the Draft Responses to Comments to the CITY and upon demand by CONSULTANT. 8. One -hundred percent (100%) cumulative of the total contract amount shall be paid to CONSULTANT within thirty (30) days of submission of the Final Environmental Impact Payment for Services Koll San Juan FEIR Keeton Kreitzer Consultin -2- Exhibit "B" Report (EIR) to the CITY and upon demand by CONSULTANT. Contract Amount $28,880.00 Project Milestone Max. Cumulative Max. Cumulative Percent Payment Payment Completion of the Notice of Preparation (NOP) process, scoping meeting, and submission of the 10% $2,888.00 El project description. During preparation of the technical reports and the 50% $17,328.00 screencheck draft EIR Submission of the EIR project alternatives 70% $20,215.00 Submission of the Screencheck Draft EIR 75% $21,550.00 Submission of the Public Review Draft EIR 80% $23,104.00 During the public review period on the Draft EIR 85% $24,548.00 Submission of the Draft Final EIR and the Draft 95% $27,436.00 Responses to Comments (RTC) Submission of the Final EIR. 100% $28,880.00 A 32400 PASEO ADELANTO I ! MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO, CA 92675 ii (949) 493-1171 - SAM AL LEVATO (949) 493-1053 FAx is€OMAIIN THOMAS W.HRISAR Esrl¢Eisti[u 1es1 MARK NIELSEN 5vww.sanjuancapi,strano.org 1776 JOE SOTO • A DR. LONORES USO TRANSMITTAL TO: Keeton Kreitzer, Principal. Keeton. Kreitzer Consulting 17291 Irvine Blvd, #305 Tustin, CA 92780 FROM: Meg Monahan, MMC --- City Clerk (949) 443-6308 RE: Personal Services agreement: EIT for AC 07-17, GPM 07-01, RZ 07-02 — Koll San Juan Enclosed: (1) original, executed agreement for your records. Please contact Bill Ramsey, Principal Planner, 949443-6334 with any questions. CC: Bill Ramsey, Principal Planner San Juan Capistrano: Preserving the .Past to Enhance the Future Vp� Printed an 100% recycled paper -