08-1030_KEETON KREITZER CONSULTING_Personal Services Agreement (2)PERSONAL SERVICES AGREEMENT
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THIS AGREEMENT is made and entered into this D()c y of_Au.gust, 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. Scone 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 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.
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
oll San Juan
Personal Services Agreement 2 of 7 August 2008
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.
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
Koll San .duan
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 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 & RZ 07-02
Koll San Juan
Personal Services Agreement 4 of 7 August 2008
$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 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.
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
Coll San Juan
Personal Services Agreement 5 of 7 August 2008
Section 16. Notice.
All notices shall be personally delivered or mailed to the below fisted 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
Attw 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 lave 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: �T Qll-
Dave Adams, City Manager
KEETON KREITZER CONSULTING
itz
ATTEST:
Monahan, City Cleric
FI -11 w r ,; s sEI
Omar Sa'nd'oval, 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/Scopinq 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 EIR (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
E 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 Legal Notices
■ Prepare NOP and fie with County Clerk/Recorder
■ Prepare NOA for publication and distribution
■ Prepare NOC distribution to State Clearinghouse
Prepare NOD and file with County Clerk/Recorder
Estimated Schedule: As Required
Estimated Budget: $920,00
Printina 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: $28,8WOQ
EXHIBIT "B", PAYMENT FOR SERVICES
Focused Environmental Impact Report (EIR)
Project: Koll San Juan
Consultant: Keeton Kreitzer Consulting
Section i. 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 11. 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, scopine 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 Consulting -2- Exhibit "B"
Report (EIR) to the CITY and uoon 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
FIR project description.
During preparation of the technical reports and the
screencheck draft EIR
60%
$17,328.00
Submission of the EIR project alternatives
70%
$20,216.00
Submission of the Screencheck Draft EIR
75%
$21,680.00
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
32.400 PASEO ABELANTO A' ® MEMBERS OF THE c[TY COUNCIL
5AN Jl1Ahi CAP15TiiANO, CA 92675 ii p '€QUI
(949) x.93.1171 SAM ALLEVATO
(949) 493-1053 FAJi s �c¢evawerEu THOMAS W. HRWAR
MARK NIELSEN
www. san juaneapistrano. nrg 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
RF: 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, 949-443--6334 with any questions.
CC:
Bill Ramsey, Principal Planner
San Juan Capistrano: Preserving the Fast to enhance the Future
�,, Printed on 100% recycled paper