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1992-1215_BOYLE ENGINEERING CORPORATION_Agreement for Consulting Services AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT is made and entered into this 15th day of December 1992, by and between THE CITY OF SAN JUAN CAPISTRANO, hereinafter referred to as "CITY", and BOYLE ENGINEERING CORPORATION, hereinafter referred to as "CONSULTANT". WITNESSETH WHEREAS, CITY requires professional consulting services for the project described as follows: San Juan Creek Railroad Bridge and Track Realignment, Right-of- Way Acquisition Services; and, WHEREAS, CONSULTANT represents that they are duly qualified to provide said services, NOW, THEREFORE, CITY and CONSULTANT, for the consideration hereinafter named, agree as follows: SECTION 1. GENERAL. The considerations of work on the project shall be governed by the conditions contained herein. In general, the tasks delineated herein are to be performed with minimum direction and assistance from CITY. All work performed by CONSULTANT , however, shall be subject to review and approval of the Director of Engineering and Building or his designee at all times. SECTION 2. SCOPE OF TASKS BY CONSULTANT. Subject to the terms and conditions of this Agreement, CONSULTANT shall perform the tasks as set forth in Exhibit A, attached and incorporated herein by reference. During the performance of the above tasks, CONSULTANT shall have access to existing data in CITY files and CITY shall provide copies of any such data CONSULTANT requests at no cost to CONSULTANT. SECTION 3. TIME OF BEGINNING AND COMPLETION OF SERVICES. The services provided under this Agreement shall begin upon execution of this Agreement by all parties. The services provided under this Agreement shall be completed on or before June 30, 1994. In the event that delays due to cause beyond CONSULTANT'S control, the schedule for performance shall be extended. Page 1 SECTION 4. PAYMENT FOR CONSULTANT'S SERVICES. CONSULTANT contract billings may be submitted on the CONSULTANT's forms and, at a minimum, should contain the following: Title of project(s) Purchase order number Total approved purchase order amount Amount paid to date Amount requested Amount remaining on purchase order Breakdown of amounts by project type or account number Three copies of itemized bills, clearly indicating the monthly period for which the billing is made, shall be submitted to: City of San Juan Capistrano, Attn: Director of Administrative Services, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. Total cost to CITY/AGENCY for CONSULTANT's fees shall not exceed $27,000 for acquisition services plus an estimated cost of $15,500 for title insurance work to be paid at actual costs for a total fee of $42,500. SECTION 5. COVENANT AGAINST CONTINGENT FEES. CONSULTANT represents that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working for CONSULTANT, to solicit or secure this Agreement, that CONSULTANT has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach of violation of this warranty, CITY shall have the right to annul this Agreement without liability or, at its sole discretion, to deduct from the Agreement price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. SECTION 6. EXPENSES. CONSULTANT acknowledges CITY is under no obligation to compensate CONSULTANT for services rendered or expenses accrued under this Agreement in excess of the maximum compensation specified in Section 4. SECTION 7. OWNERSHIP OF DOCUMENTS. All tracings, plans, specifications, maps or other documents prepared or obtained under the terms of this Agreement shall be delivered to, and become the property of, CITY, and basic survey notes and sketches, charts, computations and other data prepared or obtained under this Agreement, shall be made available upon request to CITY without restriction or limitation on their use. SECTION 8. NON-DISCLOSURE. The designs, plans, reports, investigation, materials and documents prepared or acquired by CONSULTANT pursuant to this Agreement (including any duplicate copies kept by CONSULTANT) shall not be shown to any other public or private person or entity, except as authorized by CITY. CONSULTANT shall not disclose to any other public or private person or entity any information regarding the activities of CITY, except as authorized by CITY. Page 2 SECTION 9. CONFLICT OF INTEREST. For the duration of this Agreement, CONSULTANT shall not act as consultant or perform services of any kind for any person or entity in regard to this project without the prior written consent of CITY. SECTION 10. CHANGES IN SCOPE OF CONSULTANT'S SERVICES. No additional fee shall be paid by CITY for additional consulting services not included in this Agreement without the written approval of the CITY prior to undertaking such work. In the event of suspension of services by CITY, CONSULTANT shall have the right to renegotiate fees if delay is greater than six (6) months. SECTION 11. TERMINATION. CITY may, without cause, terminate this Agreement at any time prior to completion by CONSULTANT of any of the services required hereunder. Notice of Termination of this Agreement shall be given in writing to CONSULTANT and shall be sufficient to complete when same is deposited in the U.S. Mail, first class postage prepaid. In the event this Agreement is terminated by CITY, CONSULTANT shall be paid the value of services performed by him pursuant to this Agreement prior to the date of termination thereof, such value to be the total to which he shall have become entitled, as determined by the CITY, less the amount of any payments previously made, but in no event exceeding the maximum contract amount stated in SECTION 4. SECTION 12. DISPUTES. Unless otherwise specified herein, any dispute over a question of fact arising under this Agreement which cannot be resolved by agreement between the parties may be, by mutual consent of the parties, submitted to a "Board of Arbitration" consisting of three (3) arbitrators having expertise relating to this contract subject matter, one of whom shall be selected by each of the parties, and the third by the two members selected by the parties. Each of the parties shall pay the member selected by it, and the compensation of the third member shall be paid equally by the parties. The parties shall be bound by the decision of the Board of Arbitration. SECTION 13. NO ASSIGNMENTS. Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which CITY, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void. SECTION 14. ENDORSEMENT ON PLANS, ETC. CONSULTANT shall place his professional seal on all plans, data and other documentation submitted to CITY pursuant to this Agreement. Page 3 SECTION 15. MAINTENANCE OF RECORDS. CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records and other evidence pertaining to costs incurred and shall make such materials available at their respective offices at all reasonable times during the contract period and for three (3) years from the date of final payment under this Agreement for inspection by CITY, and copies thereof shall be furnished, if requested. CITY shall reimburse CONSULTANT for the actual cost of such copies. SECTION 16. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, CONSULTANT shall be an independent contractor except as provided in Section 20 for performance of right-of-way acquisition services and shall not be an employee of CITY. CITY shall have the right to control CONSULTANT only insofar as the results of CONSULTANT's services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. All persons employed to provide services under this Agreement shall be employees or contractors of CONSULTANT and shall not be deemed employees of CITY for any reason or purpose. CONSULTANT shall be responsible for providing workers' compensation insurance coverage for all persons employed thereby to perform services under this Agreement. SECTION 17. INSURANCE REQUIREMENTS. I. Comprehensive General Liability. CONSULTANT shall maintain in full force and effect Comprehensive general liability coverage, including premises operations, products/completed operations, broad form property damage, and blanket contractual liability 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. II. Comprehensive Automobile Liability. 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; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. III. Errors and Omissions Coverage. CONSULTANT shall maintain in full force and effect professional errors and omissions coverage in a minimum amount of $500,000. IV. Worker's Compensation. If CONSULTANT intends to employ employees Page 4 to perform services under this Agreement, CONSULTANT shall obtain and maintain, during the life of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by State law. This policy/policies shall not terminate, nor shall they be cancelled, nor the coverage reduced, until after 30 days' written notice is given to the CITY. CONSULTANT will notify CITY within 30 days of any reduction or changes in coverage. CONSULTANT shall provide, prior to beginning work, certificates of insurance to the CITY establishing that the required insurance coverages have been secured by CONSULTANT. CONSULTANT shall provide an endorsement to CITY establishing that CITY has been legally added as an additional insured for the general liability insurance required under this Agreement. SECTION 18. TIME FOR SUBMITTING PROOF OF INSURANCE. CONSULTANT shall submit proof of insurance requirements under this Agreement to the City Clerk's office prior to beginning any work under this Agreement. CONSULTANT shall not receive any compensation until all insurance provisions have been satisfied. SECTION 19. LICENSES, PERMITS, ETC. CONSULTANT represents to CITY that he has all licenses, permits, qualifications and approvals, of whatever nature, that are legally required to practice his profession. CONSULTANT represents to CITY that CONSULTANT shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any license, permit or approval which is legally required for CONSULTANT to practice his profession. SECTION 20. CONSULTANT STATUS. Except as CITY may specify in writing, CONSULTANT shall have no authority, expressed or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONSULTANT shall have no authority, expressed or implied, pursuant to this Agreement to bind CITY to any obligation whatsoever. In the performance of services to the CITY in connection with right-of-way acquisition, CONSULTANT is acting as an agent of the CITY, subject to the general supervision and control of the CITY. In performing such services, CONSULTANT shall be entitled to the same immunities and protections as any other government employee exercising discretion under all applicable statutes, regulations and judicial and administrative precedent. CONSULTANT shall have no authorization to independently commit or authorize expenditure of CITY funds. SECTION 21. PERSONNEL. CONSULTANT agrees to assign the following persons to perform the tasks set forth in this Agreement: Thomas Boyd Harry Kagan Page 5 CONSULTANT shall not unilaterally alter the assignment of the above personnel without the authorization of the Director of Engineering and Building unless due to termination of employment, in which case, CONSULTANT shall advise CITY with regard to replacement. CITY shall have the unrestricted right to order the removal of any person(s) assigned by CONSULTANT by giving oral or written notice to CONSULTANT to such effect. SECTION 22. MANDATORY FINANCIAL DISCLOSURE REQUIREMENT/ CONFLICT OF INTEREST It has been determined that, pursuant to the requirements of California Code of Regulations, Section 18700, and Council Policy, CONSULTANT is to be considered a designated position in the CITY Conflict of Interest Code and is required to disclose all investments and business positions in business entities, sources of income and interests in real property held on the effective date of this Agreement. The Conflict of Interest Statement is to be filed with the City Clerk within 30 days of approval of the Agreement. Compensation will not be received until requirements of this section have been met. SECTION 23. NO OTHER AGREEMENTS There are no understandings or agreements except as herein expressly stated. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written. Approved as to form: CONSULTANT By:L'-jBy !le �y�;%7'/ /s�lfL i hard K. D nhalter, ity /torn?yam000"' 0061 ATTEST: CITY OF SAN JUAN_WISTRANO 1) By C eryl JohnsdA, C' 4Clerk Gil Jam ayor Page 6 EXHIBIT A ACQUISITION SCOPE OF SERVICES AND PROCEDURES Acquisition Services will be provided for six parcels: City of San Juan Capistrano (City Hall), Maple Business Park (Westin), Trulis, County of Orange, Carnegie Construction Company, and Capistrano Valley Unified School District. 1. Prepare all offer letters, summary statements, and lists of compensable items of fixtures and equipment, in accordance with applicable state or federal regulations and approval of legal counsel. 2. Personally negotiate with the property owners and business tenants (or their appointed representatives) for the purchase of the required property rights.. The written offer to purchase will be presented to the appropriate owners or their representatives in person, when possible, anywhere in the United States. 3. Upon initiation of negotiations, receipted offer letters will be transmitted to the City as soon as possible. In instances where the property owner declines to receipt for the offer to purchase, a certification of presentation will be forwarded to the City. 4. Personal negotiations will continue with the property owners and tenants until every reasonable effort has been expended and it appears that the only remaining method of acquisition is through eminent domain proceedings. 5. Prepare all acquisition agreements, deeds, and other documents necessary to complete the acquisition. 6. At such time that negotiations appear to be unsuccessful and eminent domain proceedings have commenced, reasonable assistance necessary to aid the City's condemnation counsel will be provided. 7. In the course of negotiations with the property owners and tenants, Boyle will provide the necessary information to and work with the City and City's consultants in order to expeditiously and professionally complete the project. 8. A diary of all pertinent information and contacts concerning the project parcels will be maintained and made available to the City upon request. 9. If required, a written summary of the status of the acquisition of each parcel will be provided on a monthly basis. It is our normal procedure to discuss the acquisition with the staff on a more frequent basis, so that the City can be kept well informed as the acquisition process proceeds. 10. All executed documents on successfully negotiated parcels will be promptly transmitted to the City for acceptance. 11. Review and analyze litigation guarantees in order to identify those specific title exceptions, (i.e., easements, oil rights, etc.) that may have to be eliminated prior to the conveyance to the ultimate user. Also, provide the assistance necessary to eliminate these exception items. Obtain preliminary Title Reports. 12. Process the acquisition documents through the City's offices and transmit the executed and accepted documents to the appropriate parties (i.e., escrow, property owner, City's file, relocation consultant). 13. Act as liaison for the City with title companies and escrow agents. 14. Obtain reconveyance and subordination agreements when necessary. 15. Obtain title insurance policy for each parcel. EXHIBIT B • CITY OF SAN JUAN CAPISTRAM STANDARD HOURLY RATE SCHEDULE Boyle Engineering Corporatlon Effective September 1, 1952 Engineers, Planners,Archftects, Landscape Architects,Geologists, Scientists: Principal $125.00 per hour Senior II $110.00 per hour Senior 1 $100.00 per hour Associate $76.00 per hour Assistant II $69.00 per hour Assistant 1 $60.00 per hour Construction Administration Personnel: Senior Resident Engineer S 95.00 per hour Senior Resident Project Representative $75.00 per hour Resident Project Representative $65.00 per hour Technical Support Stafh Designer Supervisor $78.00 per hour Senior Technician/Senior Designer $60.00 per hour Engineering Technician/Designer $51.00 per hour Senior Drafter $47.00 per hour Drafter $38.00 per hour Technical Typist/Word Processor S 45.00 per hour Programmer/Analyst $50.00 per hour Paralegal/Editor $50.00 per hour Administrative Specialist $45.00 per hour Staff Accountant $42.00 per hour Direct Project Expenses Photocopies-Color $2.50 per page Photocopies-Bleck 6 White/Fax $ 0.20/1.80 per page Telephone $0.75 per minute Plan Sheet Printing-In-house Bond/Mylar $0.40/2.80 per square foot Travel-Au tomoble/Tnrdc $0.50 per mile Travel-Other Than Automobile Actual Cost + 15% Subconsuftwlt Services Actual Cost + 15% Subcontracted Services/Reproduction Actual Cast + 1S% Computer Services and Computer Aided Design See Separate Schedule If authorized by the client an overtime premium multiplier of 1.5 will be applied to the tilling rate of hourly personnel who work overtime In order to meet a deadline which cannot be met dung normal hours. AppiftWe sola taxes. I any, will be added to these rates. Corporate olNows, Managing Principals, and Coneultkg Engineers will be blind at 1.2 tkna the stated rate for Prineipal. Invoices will be rendered monthly. Payment Is due upon presentation. A late psyment finance charge of 1.5% per rnonth (but not exceeding the mmdmu m rate alowade by Law) will be applied to any unpaid balance commencing 30 days aftw the date of the original klvoice. R8 OA act to general revision 3/1/93. bO OCN fRMIBIi B CITY OF SAN JUAN CAPISTRAM STANDARD RATE SCHEDULE COMPUTER SERVICES Boyle Engineering Corpomtlon ENectlw September 1, 1992 Hewlett Packard HP 3000/925 Super Minicomputer System Terminal. Printer or Plotter 525.00 per hour Resource Charge-SURGE analysis $ 6.00 per min. Prime 4150 Super Minicomputw and CARD System Graphics Workstation Rdudes Medusa Graphics Software) 525.00 per hour Terminal (CRT or Printer) $20.00 per hour Pen Plotter(HP 7585 B) $20.00 per hour Resource Charge-CEDS CIA Engr Design System Software $15.00 per hour Electrostatic Plotter•HP 7600 $150.00 per hour (includes computer time to drive the plotter) Microcomputers (Personal Computer) Word Processing System with Laser Printer $13.00 per hour Engineering Computer System(AST 286,385.486) $19.00 per hour Sun High-Speed Englneertrg Graphics Computer 520.50 par hour Resource Charges for Microcomputers Resource charges ars in addition to the above raise and cover the use of special purpose software and extra equipment such as pen 1310tt0m, high resolution monitors,and digitizers which are used with CADO software. AutoCAD Computer Ailed Design S &75 per hour STAAD III-Stnictursl Design $30.00 per hour Mi;roSfation pn tergraph) CADD S 6.75 per hour AES HYDRO-Hydrologic Analysis $142.50 per hour Medusa-CADD S &00 per hour BoyloNst-Water Dkwlb Analysis S 5.00 per hour DAPPER -Electrical Design $100.00 par hex E MPIPE-Water Diebib Analysis $10.00 per hour CAPTOR-OvercurrorK Analysis $144.00 per hour SoybCOGO-Coordinate Geometry $ 4.00 per hour Trane TRACE-HVAC Design $58.59 per hour SDTM-DIpW Terrain Model $ 5.00 per hour Cartier HVAC System Design $46.50 per hour BOYLEPLAN-Project Manager ent $10.00 per hour PRIMAVERA-Project Management $25.50 per hour SWAN-Sanitary Sewer Analysis $10.00 par hour BFMS -Facilities Management $11.00 per hex CONTOURS-Contex Platting $10.00 per hour GWFM-Groundwater Modeling $15.00 per hour LARSA-Strucrixal Analysis $15.20 per hour LEGAL HOLIDAY-Legal Descrip. $15.00 per how HASS-Sprinkler Analysis $142.50 per hour TERRAMODEL-Clvr Deelpn $16.00 per how ICPR-Drainage Design $60.00 per hour TERRAMODEL-COGO $ 4.00 per hour CEDS CM Design System $15.00 per hour Other Notes Charges for outside computer services will be baled at invoice cost pilus twenty live pwcer L This rate schedule Is subject to general revWon annually. New equ0nenu categories and resource charges may be added at any time.