1999-1206_CULBERTSON, ADAMS, & ASSOCIATES_Personal Services AgreementTHIS AGREEMENT is made and entered into this 6th day of December, 1999,
by and between the City of San Juan Capistrano (hereinafter referred to as the
"City") and Culbertson, Adams & Associates (hereinafter referred to as "Consultant").
WHEREAS, City desires to retain the services of Consultant regarding the
City's proposal to prepare an initial study and applicable environmental documents
prepared in accordance with the California Environmental Quality Act for the
construction of two, four million gallon water reservoirs on City property; 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:
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.
KIM,
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later than April 7, 2000,
Total compensation for the scope of services for this Project shall not
exceed twenty-one thousand five hundred dollars ($21,500.00), as set forth in Exhibit
'A" attached and incorporated herein by reference.
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
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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.
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.
RXIIIIIIIIIIIIII
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.
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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.
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,
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,
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.
Time is of the essence in the performance of this Agreement.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
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.
At the completion of the contract period, Consultant shall have delivered to
City at least one (1) copy of any final reports and drawings containing Consultant's
findings, conclusions, and recommendations with any support documentation, All
reports submitted to the City shall be in reproducible format.
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All services to be rendered hereunder shall be subject to the direction and
approval of the City.
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.
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.
Insurance required herein shall be provided by Admitted Insurers in good
standing with the State of California.
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 injury to one person/any one occurrence/not limited to
contractual period-,
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If Consultant intends to employ employees to perform services und
this Agreement, Consultant shall obtain and maintain, during the term of thi
Agreement, Worker's Compensation Employer's Liability Insurance in the statuto
amount as required by a., law. I
Consultant shall not receive any compensation until all insurance
i,rovisions have been satisfied.
City and Consultant shall have the right to terminate this Agreement without
cause by giving thirty (30) days' advance written notice of termination to the other
party
In addition, this Agreement may be terminated for cause by providing ten (10)
days' notice to the other party of a material breach of contract. If the other party
does not cure the breach of contract, then the agreement may be terminated
subsequent to the ten (10) day cure period.
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, California 92656-4105
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If any action at law or in equity is necessary to enforce or interpret the terms
of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees,
costs and necessary disbursements in addition to any other relief to which he may
be entitled.
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").
This Agreement constitutes the entire understanding and agreement between
the parties and supersedes all previous negotiations between them pertaining to the
subject matter thereof.
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Kevin A. Canning, ExecutiveVresident
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Cheryl John n, dity Clerk
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John R. Shaw, $'P'itAttorney
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November 19, 1999
Ms. Amy Amirani
Capistrano 'Valley Water District
32400 Pasco Adelanto
San Juan Capistrano, CA 92675
RE: Proposal to Prepare Negative Declaration -Water Tank Site
Dear Ms. Amirani:
R E C E I V E
N oV 2 3 1999
Pacific Point Partners L.P. has been requested by the City of San Juan Capistrano to prepare the
environmental documentation necessary to comply with CEQA for the proposed construction of two
four million gallon water tanks on city property. As stated in the Pacific Point Development
Agreement the project owner will enter into an agreement with the District for the design,
construction and financing of the project related water storage and distribution facilities necessary
for the project. While a new water tank and distribution facilities are necessary to serve the proposed
project, the water tank and associated facilities will also allow the District to serve other existing and
planned development in the area as well.
The city had previously selected an off-site location for a single four million gallon water tank
adjacent to and northeast of Pacific Point, adjacent to the existing Meredith Canyon residential
development. A Mitigated Negative Declaration was prepared for the proposed water tank at this
location by Psomas. However, due to public concerns with its location, the city has identified an
alternative tank site. The city has requested the project owner to prepare the environmental
document for the latest alternative tank site.
Based on the City's request, the following proposed scope of work to prepare a Negative Declaration
for the construction of two four million gallon water tanks at this alternative site is provided below.
ScoDe of Work -
1. Kick -Off Meeting:
Upon authorization to proceed by the District, we will meet with you and city representatives to
obtain information to prepare a complete project description and finalize a project schedule for
preparation of the Negative Declaration. We will also gather all relevant information from the
District and City that will be necessary for the preparation of the Negative Declaration.
Si Argovaut, Suite 220, Aliso Viejo, Cah
fornia 926,16-flo.5 ® 0491 581-2988 ® Fax (9491 581-3,599
2. Prepare Initial Study and Negative Declaration -
Immediately after the kick-off meeting, we will begin preparation of the Negative Declaration, The
fon-nat will be consistent with and follow the format of the Mitigated Negative Declaration prepared
by Psomas, The Negative Declaration will address each environmental discipline listed in the City's
CEQA Guidelines Checklist, In addition, the Negative Declaration will also include the following
information:
Proiect Location and Boundaries, The Negative Declaration will provide a complete project
description both narratively and graphically, including a regional and vicinity map, USGS map as
recommended by CEQA, and a current aerial photograph depicting the location of the proposed
water tanks.
Environmental Setting: This section will describe the general setting of the City of San Juan
Capistrano as well as the area immediately surrounding the proposed site.
Project Description. A complete and detailed project descripti,)n will be provided. The information
for the project description will be provided by the District and the City and include the size and height
of the tanks, source of water, size and location of water lines to and from the tanks, construction
schedule, etc.
The Intended Use of the Legative Declaration: This section will list and describe in detail the
intended use of the Negative Declaration regarding discretionary approvals by the District and the
City.
Project Impact and litigation Measures:
Each environmental discipline listed in the City's CEQA checklist form will include a discussion of
potential impacts associated with the construction and operation of the water tanks. When required
by CEQA mitigation measures will be suggested to mitigate potential significant adverse impacts.
3. Screen Check Copy of the Negative Declaration -
Once the Negative Declaration is completed we will submit ten (10) screen check copies to District
and City staff for review and comment. Once staff has completed its review we will meet to discuss
staffs comments. We will then incorporate the comments into the Negative Declaration and print
the required number of copies for public review•.
A
Ms. Amy Amirani
November 19, 1999
Page 3
4. Environmental Administrator -
After all District and city staff comments have been incorporated into the Negative Declaration we
will submit copies to the City's Environmental Administrator for approval.
5. Print and Mail The Negative Declaration;
.For the purposes of this proposal, we will print thirty (30) copies of the Negative Declaration. Copies
will be mailed to all agencies and individuals on an approved contact list which we will prepare for
District approval with the balance submitted to the City and District for staff use.
6. Complete and File The Notice of Completion:
In conjunction with mailing the Negative Declaration, we will prepare a Notice of Completion
(NOC). We will prepare the NOC and submit a copy to the District for review and signature. Once
signed, we will file the NOC with the appropriate agencies.
After the Negative Declaration public review period has ended, we will provide a written response
to all written comments to the Negative Declaration received by the District. The responses will be
in the form of a Response to Comment section in the Negative Declaration,
Once the Response to Comments section is completed, ten (10) copies will be submitted to the
District and City for review and comment. After the review is completed we will incorporate the
comments into the document. We will mail a copy of the Response to Comments to all agencies
and/or individuals that submitted written comments to the Negative Declaration prior to the District
approving the Negative Declaration. For purposes of this proposal, twenty (20) copies of the Final
Negative Declaration will be printed.
We will attend up to two (2) project meetings with staff during preparation of the Negative
Declaration, This includes meetings with staff to discuss comments to the document and/or meetings
to discuss issues or status of the project.
9. Attend Public Hearings:
We will attend two public hearings in support of the Negative Declaration.. Attendance at additional
public hearings will be billed at our standard billing rate.
10. Notice of Determination:
Once the Negative Declaration is adopted by the Board and the City we will complete and file a
Notice of Determination (NOD) with the appropriate agencies as, required by C:EQA. and pay the
required Fish & Game fee..
11. Mitigation Monitoring Plan:
We will prepare a Mitigation Monitoring and Reporting; Flan (MMRP) as required by CFQA for
those measures listed in the Negative Declaration to mitigate potential significant impacts. The
Mitigation Monitoring Flan will list all mitigation measures listed in the Negative Declaration and
identify the District and/or City department and contact person responsible for monitoring the
implementation of the mitigation measure. We will follow a MMRP format acceptable to the District.
We will submit tete (1.0) copies of the MNW to the District and City for review and comment. Once
the District and City have completed their review we will incorporate the comments and submit ten
(10) final copies to the District for its use.
We are prepared to begin preparation of a Negative Declaration immediately and can have a Negative
Declaration ready for certification by February, 2000 as presented below:
December 1, 1999 -Notice to proceed
January 5, 2000 -Submit Initial Study and Negative Declaration to the District for review
January 14, 2000 -Mail Negative Declaration for 30 day public review
February 15. 2000 -End of 30 day public review period
February 18, 2000 -Submit Screen Check Response to Comments to District
February 25, 2000 -Incorporate District comments into the Response to Comments
February 28, 2000 -Mail Response to Comments/Negative Declaration
Board adopts Negative Declaration
13. Proposed Fee
Based on the above scope of work our fixed fee cost is $21,500.00 per the attached Schedule of Fees.
This fee includes all reimbursable expenses including printing, mileage, meals, etc. Invoices will be
submitted monthly for prior month services. This proposal is valid for a period of 30 bays.
14. Payment:
We will submit monthly invoices that will include worm completed tip to the day of the invoice for
work completed the previous thirty days.
15. Biological Issues:
The alternative water tank site and the preliminary alignments of the associated water supply lines are
located in an area with coastal sage scrub habitat. The presence of coastal sage scrub was confirmed
by a biologist. Existing-, coastal sage scrub habitat will be removed during grading of the water tank
site and trenching for construction of the water lines. We are in the process of mapping the coastal
sage scrub in the area and will then determine the amount of coastal sage scrub that will be removed
by the project once grading pians for the tank site and water supply lines are completed. We will send
you a copy of this information once it is completed. Information regarding coastal sage scrub and
the amount to be removed by the project will be addressed in the Negative Declaration.
This proposal is based on a reasonable schedule and the scope of work set forth herein. 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 applicant or reviewing agency accepted by client which
cause revisions of the printed documentation or plans or additional processing beyond
that covered by the scope of work.
Changes in the schedule by client, applicant or reviewing agency beyond the
parameters scat forth in this proposal.
4. Expansion of the area of study or regulatory activity by the client or the reviewing
agency.
5. Additional planning entitlements, or permits.
6. Appeal of project determination (e.g. project approval or denial) by the applicant,
reviewing agency or other group or organization.
If one or more of the above incidents occurs, Culbertson, Adams & Associates, Inc. (CAA) shall be
entitled to negotiate a contract amendment. In the event a contract amendment cannot be mutually
agreed upon or is denied., CAA shall be entitled to withdraw from the project and terminate the
c°.ontractlagreennent.
This proposal remains valid for an authorization date of December 1, 1939, and a project completion
date up to April 28, 2000. Project completion is evidenced by posting of the Notice of Determination
for the project. Unreasonable review periods by the client, or delays for redesign or negotiation,
Ld
Ms. Amy Amirani
November 19, 1999
Page b
entitle our firm to renegotiate the contract for costs incurred by the decays. if any of the changes
described above occur, [SAA shall inform client in writing of the status of our proposal, We also agree
that we will inform client in writing during the processing of this project of any delays outside of our
control that have been experienced which might ultimately affect the schedule or the costs.
C
Thank you for the opportunity to submit this proposal. We are prepared to begin preparation of the
Negative Declaration immediately upon your authorization. Should you find this proposal acceptable,
our authorization to proceed will be satisfied by signing where indicated below and returning the
original of this letter to my attention. If you have any questions regarding this proposal, please call
me at (949) 581-2888.
Sincerely,
Culbertson, Adains & Associates, Inc.
Kevin A. Canning
Executive Vice President
289 -1379 -Proposal
Attachment: Schedule of Pees
f�'-
CULBERTsw ADAMS & Assocmns
PLANNING CONSULTANTS
GENERAL PROVISIONS AND
SCHEDULE OF FEES FOR PROFESSIONAL SERVICE1
Standard Billing Rates Effective January 1, 1999
Billing rates are subject to revision effective January 1 ofeacb year
Classification Dourly Rates
Partner
$190.00
Firm Principal
150.00
Principal Planner
135.00
Senior Planner
100.00
Project Manager
90.00
Engineering Coordinator
80.00
Graphics Technician
60.00
Associate Planner
50.00
Assistant Planner
45.00
Clerical
35.00
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% and are
in addition to the estimated fee for the project.
2. Automobile mileage outside ®range County will be billed at $0.31 per anile.
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 upon receipt. Any statement unpaid after thirty (30) days shall be
subject to the maximum monthly interest charge provided by law 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 the entire agreement, and, upon written notice, the duties, obligations, and
responsibilities of Consultant under this agreement are terminated.
(Continued next page)
85 Argonaut, Suite 220, Aliso Viejo, (lakforma 92656-4105 - (949 581-2888 • Fax (949).587-599
GENERAL PROVISIONS AND
SCHEDULE OF FEES FOR PROFESSIONAL SERVICES
(Continued)
Client hereby agrees that the balance in a billing statement is correct and binding unless the
Client notifies the Consultant in writing within tern (10) days of the date of billing and informs
consultant of alleged incorrect item; provided however, the foregoing shall apply only to the
description of work performed as set forth in the billing statement and if after such ten (10)
day period Client discovers a mathematical error in the, billing statement, Client shall not be
bound by the erroneous balance which Consultant hereby agrees to correct.
6. Consultant makes no warranty as to his findings, except that the work is performed using
generally accepted methods.
i. 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 liability to the Client and to all Contractors and
Subcontractors on the project due to Consultant's material, willfinl and grossly negligent acts,
errors, or omissions, to the sura of $50,000 or to the Consultant's fee, whichever is less.
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
casts incurred in the action, in addition to all other relief to which the prevailing party is
entitled.
10. In the event of a maid -please 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.
11. Client agrees and concurs that Consultant is obligated to only Client to perforin and/or
receive direction. or instructions on the project, and that Consultant is not obligated to
perform and/or take direction or instructions from Client's ether Consultants or Sub -
consultants without prior written znotificatiou and concurrence by Consultant,