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03-0618_DUDEK & ASSOCIATES, INC._Personal Services Agreement0 0 thio - PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 18th day of June, 2003, by and between the San Juan Capistrano Community Redevelopment Agency (hereinafter referred to as the "Agency") and Dudek & Associates, Inc. (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, Agency desires to retain Biological and Environmental Consulting services of Consultant; and, WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, Agency 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 general 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 June 301h 2004. Section 3. Compensation. 3.1 Amount. Total compensation forthe scope of services for this Project shall not exceed Nine thousand three hundred dollars($ 9,300.00), as set forth in Exhibit "B," attached and incorporated herein by reference 3.2 Rate Schedule. The services shall be billed to the Agency at the hourly rate also 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 Agency representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Consultant's proposal. R\300.Environmental\3102-01 Lower Rosan\Dudek 2004 PSA1.w _)Pd 0 0 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 Agency. The Agency 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 Agency 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 Agency. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of Agency, and shall obtain no rights to any benefits which accrue to Agency'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 Agency to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the Agency. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the Agency. If Consultant is permitted to subcontract any part of this Agreement by Agency, Consultant shall be responsible to Agency 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 Agency. All persons engaged in the work will be considered employees of Consultant. Agency 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 Agency, 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. Time of Essence. Time is of the essence in the performance of this Agreement. R\300.EnvironmentaR3102-01 Lower Rosan\Dudek 2004 PSA111, _ 0 0 Section 8. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 9. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, director 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 10. Copies of Work Product. At the completion of the contract period, Consultant shall have delivered to Agency 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 Agency shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the Agency. Section 11. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuantto 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 Agency. All such reports, information, data, and exhibits shall be the property of the Agency and shall be delivered to the Agency upon demand without additional costs or expense to the Agency. The Agency acknowledges such documents are instruments of Consultant's professional services. Section 12. Indemnity. Consultant agrees to protect, defend and hold harmless Agency, 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 arising out of the negligent acts errors and omissions committed by Consultant in connection with the work, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. Section 13. 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. P:\300.Environmental\3102-01 Lower Rosan\Dudek 2004 PSA1IV _'P 13.1 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. 13.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultantshall 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; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period 13.3 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. 13.4 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 Agency's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. PA300.Environmenta1\3102-01 Lower Rosan\Dudek 2004 PSA1.w d _t� 0 13.5 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 Agency, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 13.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 13.7 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the Agency has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 14. Termination. Agency 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. Section 15. Notice. All notices shall be personally delivered or mailed to the below listed addresses, orto such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To Agency: San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Douglas D. Dumhart To Consultant: Dudek & Associates, INC. 605 Third Street Encinitas, CA 92024 Attn: Lucy Myers, Corporate Office Manager R\300.Environmental\3102-01 Lower Rosan\Dudek 2004 PSA1. d Section 16. 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 17. 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 18. Entire Aareement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY Executive Director APPROVED AS TO FORM: John �] aw, Agency Attorney r -E - PA300.Environmental\3102-01 Lower Rosan\Dudek 2004 PSA1 _wg CONSULTANT Frank J. Dudek. President 442 3ioZ • • 'rvov EXHIBIT A SCOPE OF WORK HABITAT RESTORATION SERVICES For the ARROYO TRABUCO CONSERVATION AREA CREATED BY THE LOWER ROSAN OFF-SITE WETLANDS MITIGATIONPROJECT 23 JUNE 2003 Work under this scope will include the following: 1.0 BIOLOGICAL MONITORING Biological monitoring will be performed for one-year (1 July 2003-1 July 2004) under this scope and will be done in accordance with the Conceptual Wetland Mitigation and Revegetation Plan and the resource agency permits. Therefore, biological monitoring will be performed quarterly. A biological monitoring report will be prepared following each quarterly monitoring site visit and mailed to you, the Army Corps of Engineers (ALOE) and California Department of Fish and Game (CDFG). Each monitoring visit will include qualitative (horticultural) monitoring and a review and assessment of maintenance work. Recommendations that will help promote project success will be included in each report. Quantitative biological data collection will be performed during the fall monitoring visit. The second annual report will be submitted in January 2004, as required by the ACOE. Qualitative and quantitative monitoring tasks have been described in detail below. A. Horticultural (Qualitative) Monitoring Horticultural Monitoring: DUDEK will review the health of the container plants and seeding during each site visit. Plant health observations will focus on irrigation scheduling, soil moisture content, water stress, and the presence of pests and disease. The general development of the target vegetation type and structure will be observed and noted. Weed Control: Weed growth will be monitored to ensure that weeds and invasive species that could interfere with native plant establishment are being adequately controlled. The biologist will note weed and exotic species that need to be removed and make a recommendation on method of removal/control. Erosion Control: DUDEK will note any erosion problems such as rills, gullies or sediment deposition that appear onsite due to rainfall or irrigation. A recommendation to remedy any erosion damage will be made. Pest Control: DUDEK will monitor for insect infestations and herbivore damage (gophers, deer rabbits, etc.) during each monitoring visit. A determination of the relative level of threat to the overall habitat development will be made when insects are detected. DUDEK will inform the City of conditions that could limit or reduce the success of habitat development and make a recommendation for treatment or control. Trash Removal: DUDEK will monitor accumulations of trash onsite, whether deposited by wind, water, or human activity. Areas of trash accumulation will be noted in the monitoring reports for removal by the maintenance contractor. Project Fence and Sianage: Perimeter fencing and habitat signage willbe reviewed for breakage and vandalism. Any deficiencies will be included in the monitoring reports. B. Biological Monitoring Quantitative vegetation assessment will utilize a modified version of the California Native Plant Society vegetation sampling methodology. The methodology involves 50 meter long point -transects centered on a 50 in x 5 in plot. At each 0.5 m interval along the transect (beginning at 50 cm and ending at 50 m), a point is projected vertically into the vegetation. Each species intercepted by this point is recorded, providing a tally of hits for each species in the herb, shrub, and tree canopy layers. A list of additional species occurring within the 50 m x 5 in (250 2 m) plot will be recorded. A minimum or eight transects will be analyzed and sampled each fall quarter. A standard vegetation monitoring worksheet will be used by DUDEK to record quantitative data in the field. Each data sheet will be summarized in table format and included in the annual report. Photos from documentation stations will be taken to record the progress of the restoration effort. The following vegetation characteristics will be derived from field -collected data and included in the annual report: Percent Cover: Transect data will be analyzed and the total cover of native vegetation, weeds/exotic plants, and bare ground will be quantified and included in transect data tables. Species Composition: A tally of each species occurring within each transect will be used to determine the percent occurrence. Survivorship: Individual container plants that have died within wetland revegetation areas will be counted and reported during summer monitoring. DUDEK will include recommendations on species replacement, timing and container size in the annual report. The ACOE requires 80% survival the first 2 0 9 year and 100% survival thereafter. Tree and Shrub height: The first ten of each container planted tree species along the five meter wide transect belt will be measured and averaged. Average tree and shrub heights will be summarized in tabular format and included in the annual report. C. Reporting Quarterly monitoring report will prepared following each monitoring visit. A quantitative biological monitoring report will be submitted following the fall monitoring site visit and will include summarized biological data in tabular format. The annual monitoring report will be prepared and submitted in January 2004. The annual report will include all required data as outlined in the Conceptual Wetland Mitigation and Revegetation and resource agency permits. Draft annual reports will be submitted to the City for review and comment. Following the review, DUDEK will finalize and submit final annual reports to you and the resource agencies. Deliverables: ♦ Quarterly Biological Monitoring Reports will be submitted following each quarterly monitoring site visit. ♦ Draft annual report without graphics will be submitted in January 2004. ♦ The final annual report with color photographs will be submitted in January, 2004 (five copies, two submitted to you, one to the Army Corps of Engineers, one to the California Department of Fish and Game, and one for our files). k1 EXHIBIT B COST PROPOSAL HABITAT RESTORATION SERVICES For the ARROYO TRABUCO CONSERVATION AREA CREATED BY THE LOWER ROSAN OFF-SITE WETLANDS MITIGATION PROJECT PlIv1A)IaP1616N All work will be billed monthly on a time and materials not to exceed basis in accordance with the DUDEK 2003 Standard Schedule of Charges, and as defined in the contract. The amount(s) shown below include direct costs for mileage, photography, reproduction, and mailing. 1.0 Biological Monitoring............................................................ 89,300.00 0 .rA 0 0 EXHIBIT C RATE SCHEDULE 61 0 0 DUDEK & ASSOCIATES, INC. 2003 STANDARD SCHEDULE OF CHARGES Engineering Services Principal Engineer ...................................... $145.00/hr Project Manager ......................................... $130.00/hr Senior Engineer .......................................... $125.00/hr Associate Engineer .................................... $115.00/hr Assistant Engineer ....................................... $95.00/hr Project Engineer II ........................................ $95.00/hr Project Engineer I ......................................... $85.00/hr Resident Engineer ........................................ $95.00/hr Field Engineer .............................................. $85.00/hr Engineering Inspector II ................................ $80.00/hr Engineering Inspector I ................................. $70.00/hr Engineering Assistant ................................... $60.00/hr Planning Planning Project Manager .......................... $120.00/hr Senior Planner ............................................ $100.00/hr Project Planner ............................................. $90.00/hr Research Planner ......................................... $85.00/hr Assistant Planner ......................................... $65.00/hr Planning Technician ..................................... $60.00/hr Planning Drafter ........................................... $55.00/hr Surveying Division Manager/Licensed Surveyor......... $125.00/hr Mapping & Legal Project Manager ............... $95.00/hr Field Surveyor/Survey Analyst ..................... $90.00/hr Assistant Survey Analyst .............................. $85.00/hr Mapping & Legal Technician ........................ $75.00/hr Survey Technician ........................................ $65.00/hr 1- Person Survey Crew .............................. $125.00/hr 2- Person Survey Crew .............................. $155.00/hr 3- Person Survey Crew .............................. $195.00/hr Hydrogeological Services Principal...................................................... $170.00/hr Sr. Hydrogeologist/Sr. Project Manager..... $130.00/hr Associate Hydrogeologist/Engineer............ $115.00/hr Hydrogeologist IV/Engineer IV ..................... $95.00/hr Hydrogeologist III/Engineer III ...................... $85.00/hr Hydrogeologist II/Engineer II ........................ $75.00/hr Hydrogeologist I/Engineer I .......................... $65.00/hr Technician.................................................... $55.00/hr Environmental Services Principal...................................................... $150.00/hr Senior Project manager/Specialist ............. $140.00/hr Environmental Specialist/Planner VI .......... $130.00/hr Environmental Specialist/Planner V ........... $125.00/hr Environmental Specialist/Planner IV .......... $115.00/hr Environmental Specialist/Planner III........... $105.00/hr Environmental SpecialisUPlanner II .............. $90.00/hr Environmental Specialist/Planner I ............... $80.00/hr Analyst.......................................................... $70.00/hr Research Analyst ......................................... $60.00/hr Construction Management Services Principal/Manager...................................... $140.00/hr Construction Manager ................................ $125.00/hr Senior Project Manager .............................. $115.00/hr Project Manager ......................................... $105.00/hr Construction Engineer .................................. $95.00/hr Construction Inspector III .............................. $85.00/hr Construction Inspector II ............................... $80.00/hr Construction Inspector I ................................ $75.00/hr District Management & Operations District General Manager ............................ $145.00/hr District Engineer ......................................... $110.00/hr District Manager II ...................................... $120.00/hr District Manager I ....................................... $100.00/hr District Manager Assistant ............................ $70.00/hr District Secretary/Account ........................... $70.00/hr Grade V Operator ......................................... $90.00/hr Grade IV Operator ........................................ $80.00/hr Grade III Operator ........................................ $65.00/hr Grade II Operator ......................................... $55.00/hr Grade I Operator .......................................... $52.00/hr Operator in Training ..................................... $40.00/hr Laborer......................................................... $34.00/hr Urban and Community Forestry Principal/Senior Consulting Arborist........... $150.00/hr Senior Project Manager V .......................... $135.00/hr Senior Project Manager IV ......................... $120.00/hr Senior Project Manager III .......................... $105.00/hr Project Manager II ........................................ $90.00/hr Project Manager I ......................................... $75.00/hr Certified/Consulting Arborist ................ $90-$150.00/hr Certified Forester ........................................ $120.00/hr Global Position System Technician .............. $75.00/hr Data Collection Specialist ............................. $60.00/hr Research Assistant ...................................... $50.00/hr GIS Equipment Charge..............................$50.00/day Resistograph ..............................................$30.00/day Office Services Technical/Drafting/CADD Services 3D Graphic Artist ........................................ $125.00/hr Senior Designer ............................................ $95.00/hr GIS Specialist II ............................................ $90.00/hr GIS Specialist I ............................................. $80.00/hr CADD/ Designer .......................................... $85.00/hr CADD Drafter .............................................. $75.00/hr CADD Operator I .......................................... $65.00/hr Assistant Designer Drafter ............................ $65.00/hr Support Services Computer Processing ................................... $65.00/hr Clerical Administration .................................. $60.00/hr Forensic Engineering -Court appearances and depositions as expert witness will be billed at 1.75 times normal rates. Emergency and Holidays - Minimum charge of two hours will be billed at 1.5 times the normal rate. Material and Outside Services - subcontractors, rental of special equipment, special reproductions and blueprinting, outside data processing and computer services, etc., are charged at 1.15 times the direct cost. Travel Expenses - Mileage at 36.0 cents per mile. Per -diem where overnight stay is involved is charged at cost Effective January 1, 2003