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08-0701_FUSCOE ENGINEERING INC_Personal Services Agreement:PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effectivethis 1" day of July, 2008, by and between the San Juan Capistrano Community Redevelopment Agency (hereinafter referred to as the "Agency") and Fus Engineering, Inc, (hereinafter referred to as the "Consultant"). RECITALS:' WHERFAS, Agency desires to retain the services. of Consultant regarding the Agency's proposal to prepare improvement plans for the Lower Rosan Ranch parking lot access of Stonehill Drive; and WHEREAS, Consultant is qualified. by virtue of expert e-noe, training, education and expertise to,accomplish such services. NOW, THEREFORE, Agency and Consultant mutually agree as foffows" Section1. Scope. of Work. The scope of work to be performed by the City shall consist of those task-, as set forth in Exhibit "A," attached and incorporated herein by reference, To the extent that there are any conflicts between the. provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall. controla Section 2. Term, This Agreement shall commence on the effective date and shall terminate,, and all services required hereunder shall be completed, no later than February 28, 2009, 3.1 Amount Total compensation for the services hereunder shall not exceed $23,100. 00 as set forth in Exhibit "A," attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3 , 1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The Agency will pay morithly progress payments based on approved invoices in accordance with this Section, MMMM Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement, These record,&, will be made available at reasonable times to Agency, Section 4. Indevendent Contractor. It is agreed that Consultant shall act and bean independent contractor and riot an agent or employee of Agency, and shall obtain no rights to any benefits which accrue to Agency's employees - Section 5. Limitations Upori Subcontractinq and Assionment. .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, s s-- ;: 0 a I , 0 For extra work not part of this Agreement, a written authorization from Agency is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the 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,addiflonal Consultant's fees. By executing this Agreement, Consultant represents that, (1) it has investigated the work to be performed', (2.) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by Agency, it shall immediately inform the Agency of this and shall not proceed with further work under this Agreement until written instructions are received from the Agency, . Section 8. Time of EssenA Time is of the essence in the perfon-nance of this Agreement. Consultant shall comply with applicable laws, ordinances, codes and regulations of federal, state and local government in force at the time services are performed. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to Agency at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supportdocumentation. All reports submitted to the Agency shall be in reproducible format, or in the format otherwise approved by the Agency in writing, Section 12. Owners hip.& 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 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. Agency agrees to hold harmless and indemnify Consultant of any loss, claim, liability, damages, injuries and expenses (including reasonable attorney fees) of every nature arising out of, or in anyway connected with the modification of inappropriate re�jse of such documents. .... . . . ..... --------- To the fullest extent permitted by law, Consultant agrees to protect and hold harmless the Agency and its elective or appointive boards, officers, and employees from any and all claims, liabilities, expenses, or damages of any nature, including reasonable attorneys' fees, for injUry or death of any person, or damages of any nature, including interference with use of property, arising out of the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents., officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect and hold harmless the:Agency, is due to the negligence,recklessness and/or wrongful conduct of Agency, or any of its. elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable.. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the Agency, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the Agency. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class V11 or better, 14.1 Comprehensive, General Liability, Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1,000,000,00), combined single limit coverage for risks associated with the work contemplated by this agreement. IfaCommercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit, Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non -owned vehicles in an amount not less than one million dollars per occurrence ($14000,000,00), MWITY M*11 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, 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 naming Agency, its officers and employees, as additional insured as respects each of the following- Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant., The coverage shall contain no special limitations on the scope of protection afforded Agency, its, officers and employees. 14.5 :Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000), Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the Agency's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to Agency, exceptthat ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium, Consultant shall not receive any compensation until all insurance provisions have been satisfied,. 14.8: 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 h8s complied with all insurance requirements of this Agreement, Agency shall have the right to terminate this Agreement without.. cause by g4ving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (10) days'notice to the other party of a material breach of contract, If the other party dogs not cure the breach of contract, then the agreement may be terminated subsequent to the ten `(I 0) day cure period, 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 Agency,, San Juan Capistrano Community Redevelopment Agency 32400 Paseo, Adelanto San Juan Capistrano, CA 92675 Attn: Douglas D. Dumhart To Consultant: Fuscoe Engineering, Inc, 16795 Von Karman, Suite 100 Irvine, CA 92606 Attn: John Olivier, RE. Sectio 1i Attorney§'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. 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 prewous negotiations between them pertaining to the Subject matter thereof, [SIGNATURE PAGE FOLLOWSl IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM: Nq d"A aMW90f d I Omar Sandoval, Agency bou—nW SAN JUAN CAPISTRANO COMMUNITY REDEVEOPMENT AGENCY Q411-AiT 01,�' Dave Adams, Executive Director r •01 Kil] It r.11 1011 Jn OlVier, Regional President Page 7 of 7 Exhibit A Scope of Services & Fee Proposal City of San ,Juan Capistrano Stonehill Drive Improvement Plan Revised June 3, 2008 PROJECTDESCRIPTION Prepare improvement plans for the Lower Rosan Ranch/car dealership annex parking lot access off of Stonehill Drive in San. Juana Capistrano, California. Assumes City to take lead in OCFCD negotiations. CIVIL ENGINEERING Task 1. Supplemental Survey Supplement aerial topographic survey being prepared under separate contract to field survey area of work. Survey shots to include top of curb, flow line, pavennent finish surface and storm drain details for 150' long stretch of Stonehill Drive. Fee $3,600 Task Z. Preliminary Street Improvement Concept Prepare one preliminary Street Improvement Concept showing the proposed improvements for consideration by Client and OCFCD..Plans will reflect horizontal layout for curbs, gutters, sidewalks, catch basins and street lights. Also, plan will show right of way, boundary lines and easements of records in the area of proposed improvements, Fee $1, 800 Task -3. Improvement Plans Prepare, submit and obtain approval for one set of Improvement Plans and profiles for the new access to the LRR site. Plan to be based on approved concept plans prepared under task 2. Plans will reflect finished paving, curbs, gutters, catch basin, storm drain extension, sidewalks and street lights. Assumes hydrology and hydraulic calculations will not be required. Fee $12,200 Task 4. Project Coordination Provide project coordination such as cost estimates, meeting attendance, coordination with City staff and consultants, special studies as requested by Client and government agency processing. Assumes 24 hours will be sufficient for this task. Hourly ('IEstimate) $4,000 Task 5. Reimbursable Expenses Provide budget for reimbursable expenses including, but not limited to, reprographics, deliveries, and mileage. Assumes plan check fees and other processing fees will e paid for directly by the City of San Juan Capistrano. Budget ('Estimate) $1,500 Civil Engineering Total $23,100 Items not Included, but Available • Temporary Construction Traffic Control Plan • Specifications • Construction Administration • Bid Package Assistance • Traffic Signal Design • Dry Utility Coordination • Storm Water Pollution Prevention Plan ■ Water Quality Management Plan • OCFCD Encroachment Permit Processing SUMMARY CIVIL ENGINEERING Task 1, Supplemental Survey Task 2. Preliminary Street Improvement Concept Task 3. Improvement .flans Task 4. Project Coordination Task 5. Reimbursable Expenses CIVIL ENGINEERING TOTAL ,Fee $3,600 Fee $1,800 Fee $12;200 Hourly (*Est.) $4,000 Budget (*Est.) $1,500 .$23,100 *Not to exceed without prior authorization This Fee Proposal is Valid for Thirty (30) Days from the Date of This Document. FCSCOE Engineering, Inc. will perform the services on a fixed fee basis, except where noted. Services rendered outside of the scope will be performed at prevailing hourly rates. Costs of blue -printing, deliveries and out-of-pocket expenses are not included and will be considered reimbursable. A 10% surcharge will be added to the reimbursables to cover handling expenses. It is the policy of FUSCOE to meet all schedule requirements while maintaining a competent and professional level of service. In return, it is expected that all invoices will be paid within thirty (30) days of receipt. Failure to do so could result in cessation of services and/or reassessment of service priority. 2008 RATE SCHEDULE CLASSIFICATION HOURLY RATE President Principal Sr. Project Manager Project Manager $218 $177 Sr. Designer / Senior Engineer / Sr. Water Resources Engineer $151 Designer / Engineer / Project Scientist / GIS Coordinator $135 CADD / Engineering / Environmental Tech. / Graphics Tech. $104 Information Coordinator $ 78 1 -Man Survey Crew 2 -Man Survey Crew 3 -Man Survey Crew $170 $225 $260 $260 $229 1. Reproduction and other reimbursable expenses will be billed in addition to the above rates, with a 10% handling surcharge (detailed costs provided upon request). 2. This rate schedule is subject to change due to the granting of wage increases and/or other employer benefits to field or office employees during the lifetime of this agreement. 3. Overtime is available for critical deadlines at 1-1/2 times the normal rates for office employees. Surveyors' rates are also adjusted automatically for overtime or holiday/weekend work in agreement with the Operating Engineers Union. rd 32400 PASEO ADEL.ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493.1053 FAX www.sanjuane(ipistrano.org Im John Oliver Fuscoe Engineering, Inc. 16795 Von Karman, Suite 100 Irvine, CA 92606 DATE: July 1, 2008 -�-- MEMBERS OF THE CITY COUNCIL L, InEDWROTO SAMALLEVAfO THOMAS W. HRIBAR I ES?NStiStlER 1961 MARK NIELSEN 1776 JOE SOTO No w a ❑R. LONARES USO FROM: Maria Morris, Deputy City Clerk (949) 443-6309 RE: Personal Services Agreement — Boundary Adjustment for LAFCO Application Thank you for maintaining documentation confirming compliance with the terms of the agreement related to insurance. Please keep in mind this documentation must remain current with our office during the term of this agreement. If you have questions related to insurance requirements, phase contact me at (949) 443-6309. If you have questions concerning the agreement, please contact Douglas D. Durnhart, Economic Development Manager at (949) 443-6316. An original agreement is enclosed for your records. Cc: Douglas D. Dumhart, Economic Development Manager San ,Tuan Capistrano: Preserving the Fast to Enhance the future q0 Printed on 100% recycled paper