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10-0305_KEETON KREITZER CONSULTING_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this&"}h day of March, 2010, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Keeton Kreitzer Consulting (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to prepare the Environmental Information Document (EID) required by the U.S. Environmental Protection Agency (USEPA) for the proposed expansion of the City's Groundwater Recovery Plant (GWRP); 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. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than August 30, 2010. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed fifteen - thousand, six -hundred and eighty dollars and no cents ($15,680), as set forth in Exhibit "A," attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. 0 0 3.3 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. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra 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/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed 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 the 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. 0 0 Section 9. Compliance with Law; E -Verify. 9.1. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 9.2. E -Verify. If Consultant is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Consultant shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at httl)://www.uscis.gov, or access the registration page at https://www.vis-dhs.com/emploverregistration. Consultant shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. 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 work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. 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. 3 Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, 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 damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by 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 an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 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 an amount not less than one million dollars per occurrence ($1,000,000.00). 0 0 0 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. Priorto beginning anywork underthis Agreement, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement naming City, its officers, employees, agents, and volunteers as additional insureds as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 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. 14.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.7 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 Consultant. In addition, this Agreement may be terminated by any party 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. 5 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: William A. Ramsey, AICP, Principal Planner City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 To Consultant: Keeton K. Kreitzer, Principal Keeton Kreitzer Consulting 17291 Irvine Boulevard, Suite 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. M • IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: Jo Tait, ity Manager CONS ANT APPROVED AS TO FORM: Omar andov I, City Attorney By: Keeton Kreitzer, Principal Keeton Kreitzer Consulting 7 EXHIBIT "A" 0 Keeton Kreitzer Consulting 17291 Irvine Boulevard - Suite 305 Tustin, CA 92780 February 15, 2010 Mr. William A. Ramsey, AICP, Principal Planner City of San Juan Capistrano Community Development Department 32400 Paseo Adelanto San Juan Capistrano, CA 92675 SUBJECT: Environmental Consulting Services — Environmental Information Document (EID) Proposed Groundwater Recovery Plant (GWRP) Expansion Dear Mr. Ramsey: I am pleased to provide you with this proposal for environmental consulting services in response to your request to assist the City with the preparation of the Environmental Information Document (EID) required by the U.S. Environmental Protection Agency (USEPA) for the proposed expansion of the City's Groundwater Recovery Plant (GWRP). The environmental consulting support services that will be undertaken by Keeton Kreitzer Consulting (KKC) include: (1) attendance at meetings and coordination with the project team and City staff and guidance related to the National Environmental Policy Act (NEPA) process prescribed by the USEPA for the project; (2) preparation of the environmental analysis for the proposed project; and (4) completion of the Final EID. As we discussed, the scope of services identified below encompasses the aspects of the work program necessary to prepare the EID that would be submitted to the USEPA along with grant application for the aforementioned project. Scope of Services Task One — Meetings and Coordination with Project Team/City Staff Task One encompasses attendance at meetings with City of San Juan Capistrano staff, coordination with USEPA staff and technical consultants to provide environmental consulting services in support of the proposed project. KKC will provide continuing environmental consulting services to supplement information related to the environmental issues prescribed by the USEPA to facilitate the agency's environmental review process. The environmental consulting services in this task include, but are not be limited to, attendance at meetings with the City of San Juan Capistrano staff and others as may be directed by the City to collect and incorporate all necessary information to prepare the EID (refer to Task Two). Estimated Time: 12 Hours Estimated Budget: $1,380.00 Task Two — Preparation of the Draft EID KKC will conduct research and analysis necessary to prepare the EID required by the USEPA for the proposed project. This research includes review of all technical documents, memoranda, plans and related information prepared for the GWRP expansion project. The EID will address all relevant issues identified on the "Suggested EID Outline" provided by the USEPA. The EID will consist several discrete sections, as identified in the outline below. 0 0 Mr. William A. Ramsey, AICP, Principal Planner City of San Juan Capistrano February 15, 2010 Page 2 PROPOSED PROJECT AND FUNDING STATUS A. Project Purposes and Need Water Quality/Water Quantity Projects B. Project Description Project Summary Planning Area Description Planning Period Description of Project Construction Phase Owner and Operator of the Facilities Location of the Facilities Project Site Plan Capacity C. Project Design Parameters Description of Major Unit Processes Flow Diagram Water Pipeline Lengths, Sizes and Locations Basic Design Criteria Estimated Pollutant Removal Capability Annual Energy Requirements Source of Energy and GHG Emissions Energy Efficiency Measures Proposed Total Project Cost Portion of Total Project Cost Funded by EPA List of Amount, Sources, and Status of All Funding Sources EXISTING ENVIRONMENT PERTAINING TO THE PROJECT A. Public Health Problems Due to Water Quality B. Water Quality Problems, Fish Kills, etc. C. Water Quantity Problems D. Surface and Groundwater Hydrology E. Drinking Water Sources and Supply Physiography, Topography, Geology and Soils G. Federally Endangered and Threatened Species H. Air Quality Environmental Justice Conditions, Minority and Low Income Areas Census Maps 17291 Imine Boulevard, Suite 305 - Tustin, CA 92780 - (714) 665-8509 - Fax (714) 665-8539 Mr. William A. Ramsey, AICP, Principal Planner City of San Juan Capistrano February 15, 2010 Page 3 J. Land Use and Development, Percent Impervious Cover, Pollutant Sources K Identification of Floodplains and Wetlands III. EXISTING DRINKING WAER SYSTEM A Description of Treatment of Distribution System Water Demand (Average and Peak) Surface Water Source Groundwater Source Water Storage Raw Water Characteristics Residuals (sludge) and Backwash Disposal Service Area Annual Energy Requirements Source of Energy and GHG Emissions Water Efficiency Measures Energy Efficiency Measures Green Infrastructure IV. EXISTING SYSTEM PEFORMANCE A. National Pollutant Discharge Elimination System (NPDES) Violations B. Safe Drinking Water Act Violations C. Other System Problems V. NEED FOR PROPOSED PROJECT A. Expanded Description of Need B. Land Use Projections/Impervious Cover/Pollutant Sources C. Population Forecast/Projections D. Future Environment without Project VI. ANALYSIS OF ALTERNATIVES A. Development of Alternatives No Action Optimum Utilization of Existing Facility New Construction Alternatives Source Reduction B. Alternative Screening Criteria for Evaluating Alternatives Assigning Weights for Criteria 17291 Irvine Boulevard, Suite 305 - Tustin, CA 92780 - (714) 665-8509 - Fax (714) 665-8539 0 0 Mr. William A. Ramsey, AICP, Principal Planner City of San Juan Capistrano February 15, 2010 Page 4 C. Identification of the Preferred Alternative VII. ENVIRONMENTAL CONSEQUENCES AND MITIGATION MEASURES FOR PREFERRED, NO ACTION, AND ALTERNATIVE OPTIONS A. Direct B. Secondary Impacts of Future Growth and Development GHG Emissions Water/Energy Use Comparison C. Unavoidable Adverse Impacts D. Minimization of Adverse Impacts E. Mitigation Cross -Cutter Environmental Laws and Coordination and Consultation Process Archaeological Resources Air Quality Coastal Barrier Resources Coastal Zones Endangered Species Environmental Justice Floodplains Wetlands Protected Farmlands Fish and Wildlife National Historic Resources Drinking Water Supplies Wild and Scenic Rivers Essential Fish Habitat G. Intergovernmental Review Per Executive Order 12372 Necessary Permits Issued Necessary Inter -Municipal Agreements Executed VIII. PUBLIC PARTICIPATION A. Summary of Public Participation B. Documentation of any Public Participation Public Meeting Date and Record Copy of any Publication/Copy of Newspaper Advertisement Upon completion of the analysis, KKC will submit the Draft EID to the City of San Juan Capistrano staff for review and comment. The Administrative Draft EID will be submitted to the City no later than March 8, 2010. Upon receipt of City comments, KKC will revise the EID to reflect the City's comments. The Draft EID will be completed and delivered to the USEPA by March 15, 2010. 17291 Imine Boulevard, Suite 305 - Tustin, CA 92780 - (714) 665-8509 - Fax (714) 665-8539 0 0 Mr. William A. Ramsey, AICP, Principal Planner City of San Juan Capistrano February 15, 2010 Page 5 Estimated Time: 80 Hours Estimated Budget: $9,200.00 Task Three — Preparation of the Final EID The final task includes revisions to the EID based on comments provided by the USEPA following that agency's review of the document. KKC will address each comment and revise the Draft EID to prepare the final document, which will be submitted to the USEPA for final consideration. Estimated Time: 40 Hours Estimated Budget: $4,600.00 Estimated Budget It is anticipated that the work effort necessary to undertake these services will include meetings and project coordination with the City staff, technical specialists, and/or USEPA staff; review of technical and related documentation; and other services as directed by the City of San Juan Capistrano. The work undertaken in this scope of work will be completed for an estimated fee of $15,680.00 and will be billed on a time and materials (T/M) basis at the hourly rate of $115.00/hour. Printing and reproduction and other project -related direct expenses will be charged at "cost plus 10 percent." These fees are summarized below: Summary of Fees GWRP Expansion Project Task Hours/Billing Rate Estimated Budget Task 1 — Meetings/Coordination 12 Hours Q $115.00/Hour $ 1,380.00 Task —2— Draft EID 80 Hours 0 $115.00/Hour $ 9,200.00 Task 3 — Final EID 40 Hours @ $115.00/Hour $ 4,600.00 Printi ig and Reproduction $ 500.00 Total Estimated Budget $15,680.00 Thank you for the allowing KKC with this opportunity to provide the City of San Juan Capistrano with environmental consulting services for the proposed GWRP Expansion Project. I am looking forward to working on this project with you. If you have any questions as you review the proposal, please don't hesitate to call me. Very sincerely, KEETON KREITZER CONSULTING Keeton K. Kreitzer Principal KKK:rjr 17291 Imine Boulevard, Suite 305 - Tustin, CA 92780 - (714) 665-8509 - Fax (714) 665-8539 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493.1171 (949) 493-1053 FAX www sanjuan caplstranO.Org TRANSMITTAL TO: Keeton K. Kreitzer, Principal Keeton Kreitzer Consulting 17291 Irvine Blvd, Suite 305 Tustin, CA 92780 DATE: March 5, 2010 lift muvautu • IsunlsB1 1961 Ina MEMBERS OF THE CITY COUNCIL FROM: Christy Jakl, Administrative Specialist, City Clerk's Office (949) 443-6310 SAM ALLEVATO LAURA FREESE THOMAS W. HRIBAR MARK NIELSEN DR. LONDRES USO RE: Personal Services Agreement — EID for proposed expansion of the Ground Water Recovery Plant Thank you for maintaining documentation confirming compliance with the terms of the agreement related to insurance. 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) 443-6310. If you have questions concerning the agreement, please contact William A. Ramsey, Principal Planner at (949) 443-6334. Cc: William A. Ramsey, Principal Planner Ayako Rauterkus, Management Analyst San Juan Capistrano: Preserving the Past to Enhance the Future 0 Printed on 100% recycled paper Today's Date: 3/1/10 • Transmittal Routing (Check All That Apply) ® City Attorney ® City Manager ® City Clerk CONTRACT TRANSMITTAL CIP No. (if any): 10802 Project Manager's Last Name: Ramsey Council or CRA Meeting Date (if applicable): APPROVING AUTHORITY: (Check One) ❑ Mayor ❑ CRA Chair City Manager Phone Extension: 6334 Provide (1) executed original contract for each signing party, including the City. If the agreement is to be recorded — only (1) original will be recorded with certified copies going to other parties. Please provide the mailing address of any party to receive an agreement — unless the mailing address is included within the body of the agreement: Names Street City St Zi OTHER INSTRUCTIONS: Please review the attached Personal Services Agreement and sign on BOTH copies. Thank you! Ayako Rauterkus X6325 Ciriris-ty ; plea (.et me k410w wtievt +kt a5r W4%- s we+e Co0yL&tk . I A"A FO UdIMI+A pwCMtwe ,e& 4" fkt wof(C. _(�&k W" i Form Date: 01-2004 D-7