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1998-0825_CULBERTSON, ADAMS, & ASSOCIATES_Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 25th day of August, 1998, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and CULBERTSON, ADAMS & ASSOCIATES (hereinafter referred to as "Consultant"). RECITALS: WfMREAS, City desires to retain the services of Consultant regarding the City's proposal for the Preparation of Environmental Documentation in Support of an Application to Appropriate Water by Permit; 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 60 days. Section 3. Compensation, 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed Nine thousand, nine hundred dollars ($9,900). 3.2 Rate Schedule. The services shall be billed to the City at the hourly rate set forth in Exhibit "A". 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 P:IENGIAGNCYISTATF. SWRCBDWR1AGREEMENT Professional Services Agreement Culbertson, Adams & Associates 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 crate 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. i':\ENCj\AGNCY1sTATE!SWR.CBDWRIAGREE1vENT 2 Professional Services Agreement Culbertson, Adams & Associates 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 P:\ENG\acrrevtsTATE%WRCBIDwRlAGREEMF:NT 3 Professional Services Agreement Culbertson, Adams & Associates 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 provided by Admitted Insurers in good standing with the State of California. Current insurance/surety minimum requirements are: Sureties: Minimum rating of A and FSC II or better; Insurance: Minimum rating of B++ and FSC VII or better. All insurance endorsements shall be in the name of the City of San Juan Capistrano and the Capistrano Valley Water District. 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; P:1ENGr AGNCYISTATEISWRCBDWRIAC#REEMENT 4 Professional Services Agreement Culbertson, Adams & Associates 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. Throughout erm of this Agreement, Consultant shall m�i�ta�in Errors and Omissions Coverage (professional liabi i verage) in an amount f—i�fess than One Million Dollars ($1,000,000). Proof of the insurances sh`al�b the fbpmof an endorsement and insurance certificate naming the City, its elected and appoint icer employees as additional named insureds. If the polis ance is written on a "claims made" basi-il aid,, of icy shall be continued in full forc e ect at all times during the term of this Agreement and for as pe�years e date of completion of Consultant's Scope of Work. 1.4.5 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 (3 0) days' written notice is given to City, except that ten (1.0) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.6 Proof of Insurance Requirements. Consultant shall submit the endorsement and insurance certificate, including the deductible or self -retention amount, to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied prior to beginning any work under this Agreement. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. Section 15. Termination. City and Consultant shall have the right to terminate this Agreement, with cause, immediately; or without cause, by giving thirty (30) days' written notice of termination. If the City terminates this Agreement pursuant to this provision, a pro rata payment shall be made for work done pursuant to the hourly fee schedule appended thereto. P:\ENG1AGNCY1sTATE\SWRCBDWRIAGREEMENT 5 Professional Services Agreement Culbertson, Adams & Associates 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: Director of Administrative Services To Consultant: Culbertson, Adams & Associates 85 Argonaut, Suite 220 Aliso Viejo, CA 92656 Attn. Andriette Culbertson 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 P:\ENG1AGNCY\STATE\SWI2CBDWR2AGREEMENT 6 Professional Services Agreement Culbertson, Adams & Associates IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, CITY OF SAN WAN CAPISTRANO CONSULTANT Culbertson, Adams & Associates 85 Argonaut, Suite 220 Aliso Viejo, CA 92656 Attn: Andriette Culbertson Title; President A ST: City Clerk APPROVEDVAS TO FORM: City Attof ne Y:1F-NCt1AGNCYISI'ATEISWRCSDWRIAGREEMRNT 7 CULBERTSON, ADAMS & AssocfATEs PLANNING CONSULTANTS August 24, 1998 Ms. Amy Amirani Mr. Bob Clark Capistrano Valley Nater District 32400 Paseo Adelanto San Juan Capistrano, CA 92675 JU Preparation of Environmental Documentation in Support of an Application to Appropriate Water by Permit Dear Ms. Amirani and Mr. Clark: We appreciate the opportunity to submit this revised proposal to the District. Based on our recent meeting and a discussion I have had with Michelle Staples, Esq., the District needs environmental compliance consistent with CEQA and the District's environmental guidelines to evaluate the potential impacts associated with the construction of the above project. In addition, it is my understanding the District also needs the permits required from the California Department of Fish and Game, U. S. Army Corps of Engineers, U. S. Fish and Wildlife Service and San Diego Regional Wafter Quality Control Board to allow construction of the proposed facilities. Based on our experience preparing a Mitigated Negative Declaration ("MND") for the San Juan Basin Authority (SJBA) for a lesser included project, we propose the following scope of work. SCOPE OF WORK: I. Finding of Previous Environmental Documentation A. Preparation of the Expanded Initial Study and Finding The first step will be to prepare a detailed project description identifying all aspects of the project. This will be done in coordination with the District, and will draw from existing published material. The District will provide copies of the reaps and/or plans necessary to adequately identify the proposed facilities. 95 Argonaut, Suite 220, Aliso Viejo, California 926.56-4"105 • {949) 581-2888 • Fax (949) 581-3599 �� r;. Ms. Amy Amirani Mr. Bob Clark August 24, 1998 Page 2 The project description will then be referenced to prepare an Expanded Initial Study (IS) to document the finding of "Previous MND". Although biological surveys have already been conducted by PSBS in connection with the SJBA project, resource agencies may recommend further studies. If the resource agencies require new studies, "protocol" surveys must be provided at additional cost. Cance the.Expanded Initial Study and finding are completed, we will submit three ( )) screencheck copies to you for review and comment. We will incorporate any cornments you have into the documents and make the document ready for printing. Estimated Fee .......................................... S3,8110.00 B. Consultation A technique we have found very successful for avoiding controversy, expense and delay is consultation. Consultation involves meetings with the affected regulatory agencies (and possibly potential project opponents) to explain the project, ascertain their concerns, and determine if there are project modifications or mitigation measures which will satisfy those concerns. These measures are then included in the MND before it is distributed for public review. It was precisely this strategy which caused DPG support of the SJBA MND and withdrawal of their protest. This element of the project is regarded as a significant one in this case not only because of the nature of the project, but also because applicable regulations have changed since the SJBA MND. For example, the circumstances under which the Army Corps of Engineers may issue authorization under Nationwide Permit 26 (NWP 26) have changed dramatically, and now at some point involves EPA. Additionally, the Regional Water Quality Control Board of the San Diego Region possesses extensive authority through the 401 certification process. Although we do not have your precise plans at this time, the District should exercise care to avoid controversies with these agencies if possible. Estimated Fee ........................................... S4,200.00 Ms. Amy Amirani Mr. Bob Clark August 24, 1998 Page 3 C. Printine the Mitigated Negative Declaration For the purposes of this proposal, we will print fifteen (15) copies of the MND for mailing to public agencies and use by the District. Additional copies will be billed at cost. Estimated 'ee.............................................S350.00 D. Mailima the Mitigated atea Negative Declaration We will prepare a list of all agencies and individuals that will receive a copy of the Mitigated Negative Declaration for compliance with CEQA. The list will basically consist of those public agencies contacted for the nondomestic and domestic water lines project. A copy of the MND will be certified mailed to each agency and/or individual on the contact list for a 20 -day public review period. For the purposes of this proposal, ten (10) copies of the MND will be mailed to responsible and reviewing agencies. We will also prepare a notice of the District's intent to adopt a MND and enclose a copy with each document that is mailed to the responsible and reviewing agencies. We will also prepare a notice for the District to publish in the newspaper of the District's intent to adopt a Mitigated Negative Declaration for the project. Estimated Fee.............................................$250.00 E. Response to Comments Although not required by CEQA for adopting the MND, it may be prudent to prepare written responses to any comments received during the 20 -day public review period. Following the same format with the previous projects, if significant comments are received, we will respond to those comments in writing prior to the District adopting the finding. Amer responding to comments we will submit three (3) copies to you for review and comment. Your comments will be incorporated into the documents and we will Ms. Amy Amirani Mr. Bob Clark August 24, 1998 Page 4 provide ten (10) copies of the final document that will be submitted to the Board for adoption. In addition, we will mail a copy of the response to each agency that submitted comments at least ten days prior to the District adopting the finding. Estimated Fee ............................................ $800.00 F. Preparation of the Mitigation Monitoring and Reporting Frogrim A Mitigation Monitoring and Reporting Program (MMRP) was prepared for the SJBA project. For the purpose of this proposal we assume those measures are adequate. Estimated Fee ..............................Included in Component A G. Attendance at Meetings and Board Hearings We will attend three (3) meetings with District staff during preparation of the document and one (1) Board hearing in support of the finding. Attendance at additional meetings/ hearings will be billed at the standard billing rates. Estimated Fee.............................................$300.00 H. Filinz the Notice of Determination Once the finding is adopted by the District we will file a Notice of Determination (NOD) with the County Clerk as required by CEQA. We will prepare a NOD for the District's signature and file the NOD the day after the finding is made. In conjunction with filing the NOD a Fish and Came fee may also have to be paid to Ms. Amy Amirani Mr. Bob Clark August 24, 1998 Page S the County Clerk. The District will be responsible for any fees. We will forward the NOD filing fee receipt for your records. Estimated Fee.............................................$200.00 SU TOTAL OF ESTIMATE S9,900.00 Reimbursable expenses such as reproduction, word processing, postage and delivery are billed at cost plus a 10% management fee and are in addition to the estimated fee. Application fees are the responsibility of the Capistrano Talley Water District and are in addition to the fee estimate herein. . Needed Information We will need the following information in order to begin preparation of the Initial Study and Mitigated Negative Declaration: a. Proposed location of wells. b. Plan showing connecting pipelines, if any. C. Plan showing the location of any proposed additional facilities. d. Calculation of groundwater impact. 3. Payment We will submit monthly invoices for work completed the prior 30 days. 4. Schedule We can begin work on the project upon authorization from the District. Once authorized we will begin the biological surveys. A screencheck copy of the Expanded Initial Study can be submitted to the District approximately three weeks after completion of the biological surveys. We estimate the Expanded Initial Study and finding will be ready for approval by the District in approximately 45 days. Ms. Amy Amirani Mr. Bob Clark August 24, 1998 Page 6 Limitations The proposal is based on the time parameters and estimated fees set forth herein, and the narrative outlining the scope of work. Changes in the schedule or scope of work assumptions may result in costs beyond those currently anticipated. Major changes include, but are not limited to: Changes in the project by the Client which cause revisions of printed documentation or plans beyond those covered by the scope of work. 2, Changes in the project by the City, State, or other approving body, accepted by the Client, which cause revisions of printed documentation or plans beyond those covered by the scope of work. Changes in the schedule by the Client, City, State, or other approving body, beyond the parameters set forth in this proposal. 4. Expansion of the project area under study by the Client, City, State, or other approving body. Additional planning entitlements, permits or processing requested by the Client. b. Appeal of project determinations (e.g. project approval or denial) by the Client, City, State, or other approving body, or other person, group or organization. If one or more of the above incidents occurs, CAA. shall be entitled to request a contract amendment. This proposal shall be considered valid for a commence -work date up to 45 days from the date of this letter and is valid for a project completion date up to six months from the date of this letter. Project completion is evidenced by completion of the document review period and transmittal of Response to Comments to client. Lengthier review periods by the Client, City, State, or other approving body, or delays for redesign or negotiation entitle our firm to re-examine the contract to determine if the costs incurred with the delays can be accommodated in the fee. If any of the changes described herein occur, CAA shall inform the Client in writing of the status of the proposal. Ms. Amy Amirani Mr. Bob Clark August 24, 1998 Page 7 If you have any questions about the proposed scope of work and/or costs, please call me. The executed original of this revised proposal may serve as our Memorandum of Understanding and Authorization to Proceed. Please execute the original at the bottom of this page and return it to us for our files, retaining a copy for your files. We look forward to working with you on another project. Sincerely, Culbertson, Adams & Associates, Inc. M. Andriette Culbertson President MAC/lid/db (isq-12s9.Rev) Enclosure: Schedule of Fees CONCURRENCE/AUTHORIZATION TO PROCEED: DATE: NAME: SIGNATURE: ORGANIZATION: PLACE OF EXECUTION: f � CULBERTSON, ADAms & ASSOCIATES PLANNING CONSULTANTS Standard Billing Rates Effective January 1, 1998 Billing rates are subject to revision effective January i of each year Classification Partner Firm Principal Principal Planner Senior Planner .Engineering Coordinator Project Manager Associate Planner Assistant Planner Graphics 'Technician Clerical Hourly Rates $190.00 150.00 135.00 100.00 80.00 75.00 50.00 45.00 40.00 35.00 1.. Reimbursable expenses (travel accommodations including rental vehicles and regularly scheduled commercial airline flights, food and lodging, blueprinting and reproduction, delivery/courier, supplies, extensive mailing postage, etc.) are billed at cost plus 10%. 2. Automobile mileage outside Grange County will be billed at $0.31 per mile. 3. Hourly rates apply to work time as well as travel time and waiting time which occur at public hearings, depositions or court testimony. 4. Statements will be submitted monthly for work in progress or upon completion of work. Statements are payable within thirty (30) days of the statement date. Any statement unpaid after thirty (30) days shall be subject to a monthly charge of 10% on amounts thirty (30) days past due. If Client fails to pay consultant within sixty (60) days after invoice is rendered, client agrees consultant shall have the right to consider such default in payment a material breach of their entire agreement, and, upon written notice, the duties, obligations, and responsibilities of consultant under this agreement are suspended. 5. Client hereby agrees that the balance in a billing statement is correct and binding unless the client notifies the consultant in writing within thirty (30) days of the date of billing and informs consultant of alleged incorrect item. (Continued next page) 8.5 Argonaut, Suite 220, Aliso Vie;o, California 926.56-410 a (949) 581-2888 • Fax (949) 581-3599 GENERAL PROVISIONS AND SCHEDULE OF FEES FOR PROFESSIONAL SERVICES (Continued) 6. Consultant makes no warranty as to his findings, except that the work is performed using generally accepted methods. 7. Consultant makes no warranty that the project will be approved by any governmental agency, nor endorsed by any citizens group. 8. The client agrees to limit the consultant's lia'Dility to the client, because of professional negligent acts, errors, or omissions by the consultant, to the consultant's fee. 9. In the event either party commences legal action to enforce this Agreement of the General Conditions, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs incurred in the action, in addition to all. other relief to which the prevailing party is entitled. M In the event of a mid -phase contract suspension, billings will be prorated to reflect tasks in progress, except where a task was completed early, in. which case it will be billed as if the task were complete. CULBERTsoN, ADAms & AssociATEs PLANNING CONSULTANTS February 9, 1999 -Ms. Amy Amirani City of San Juan Capistrano 32450 Paseo Adelanto San ,Tuan Capistrano, California 92675 CAPISTRANO VALLEY WATER DISTRICT ,DM G/'; -_NG .1EC rl_J RECOMMENDATION FILE ACTION CMAENTS IP'F0) SUBJECT: Project Status Report and Request for Contract Amendment for Preparation of Negative Declaration - Application No. 30696 Dear Ms. Arnirani: she purpose of this letter is to provide you with a written status report on the project, and to respectfully request authorization and approval of a contract amendment relative to additional work efforts incurred since initiation of the project, Our initial efforts have focused on two primary assignments; (a) coordination with CV -WD and -Michelle Staples on the completion of an Expanded Initiai Study and Negative Declaration: for Application No. 30696 and drilling a new water well; (b) coordination with the California Department of Fish and Game regarding groundwater pumping and associated issues with biological resources. In the course of our effort, we have expended additional time beyond that anticipated in our initial proposal dated August 7, 1998. As the contract was exhausted due to additional coordination with your office, 'Lv ichelle Staples, and California Department of Fish and Game, we are submitting this contract amendment request to continue our preparation of the environmental documents and coordination with your department. We propose these additional services for an estimated fee of $9,500.00. This fee amount includes costs to finalize the Negative Declaration for public review, print and mail the document, respond to comments, prepare a Mitigation -Monitoring Program, and attend public hearings as listed in our August 7, 1998 proposal. Formal authorization to continue with these efforts as of this date can be memorialized by your execution of the signature at the bottom of this contract amendment, returning the original to Culbertson Adams & Associates, Inc. and retaining a copy for your records. Thank you for the 35 Argonaut, Suite 220, Aliso Viejo, California 92656-4105 v (949y 581-2888 « Fax (949) 581-3599 Ms. Amy Amirani February 9, 1999 Page two opportunity to submit this contract amendment, and we look forward to continuing working with you on this effort. Sincerely, Culbertson, Adams & Associates, Inc. Phil Martin Vice President of Environrnental Services PM -db (289-1289k) AGREE= AN -D ACCEPTED: Signature Title Organization Date Place of Execution