06-0118_STEWART & ASSOCIATES_AgreementAGREEMENT
THIS AGREEMENT is made and entered into this Ir—day of
c(1�tJ.11(2006, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and E. Stewart and Associates, Inc. (hereinafter referred to as
"Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to repair the Via Entrada Surficial Slope Failure; 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" (Geotechnical Recommendations) and Exhibit "B" (Contractor's
Proposal) 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 30 calendar days after the
effective of the Notice to Proceed.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall be a lump sum
totaling Eighteen Thousand Four Hundred Fifty ($18,450), as set forth in Exhibit "B,"
attached and incorporated herein by reference.
3.2 Payment.
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 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 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.
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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.
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. 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
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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.
Section 12. Indemn.
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 13. Insurance.
Insurance required herein shall be valid for a minimum of one year, or term of
contract, whichever is longer, and it 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.
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, 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;
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$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 to the City Clerk's office for certification that the insurance requirements of this
Agreement have been satisfied.
13.5 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 (30) days' written notice is given to City, 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 City
has issued a written "Notice to Proceed" verifying that Consultant has complied with all
insurance requirements of this Agreement.
Section 14. Termination.
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 parry
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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,
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: Public Works Director
To Consultant: E. Stewart and Associates, Inc.
1000 Calle Negocio
San Clemente, CA 92624
Section 16. Attomeys' 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 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
ATTEST:
iZ b�
R. Monahan, City Clerk
APPROVED A TO FORM:
John R. Shaw,, ity Attorney
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CITY OF SAN JUAN CAPISTRANO
By: —T--
Dave Adams, City Manager
CONSULTANT
B - 1
E. Stewart and Associates, c.
F
• Exhibit A •
Lawson & Associates Geotschnical Consulting, Inc.
PROJECT MEMORANDUM
To: City of San Juan Capistrano Date. December 7, 2005
32400 Paseo Adelanto Project No.: 051045-01
San Juan Capistrano, CA 92675
Attention: Mr. Michael Fakhar
From: Shawn Haven -13A
A
Subject. Field Meeting Summary, Slope Failure within Slope above North End of Avenida Placida,
Undermining an Existing Trail/Access Road (City of San Juan Capistrano Site No. 003B Via
Entrada), San Juan Capistrano, California
Reference. Lawson & Associates Geotechnical Consulting Inc., 2005, Limited Geotechnical Evaluation
of Slope Failure within Slope above North End of Avenida Placida, Undermining an Existing
Trail/Access Road (Site No. 003B Via Entrada) within the City of San Juan Capistrano,
California, Project No. 051045-01, dated August 30, 2005.
On December 1, 2005, representatives of LGC and the City of San Juan Capistrano participated in a field
meeting at the site of a slope failure within the area above the north end of Avenida Placida, below an
existing trail/access road (City of San Juan Capistrano Site No. 003B Via Entrada). The meeting was held to
discuss proposed repair strategies to minimize the hazardous near -vertical slope section adjacent to the trail
and improve site drainage to reduce the potential for surficial water to enter the slide mass. Upon discussion
and review of the above referenced report, the decision was made by the City to keep the trail operational by
performing and re -contouring the slope and trail.
LGC understands that the scope of work will include the following:
Repair or cap broken irrigation lines, and terminate irrigation in the area of the slope failure;
• The loose, open fractured slide mass will be track -walked to "firm -up" the surface, reducing the
infiltration of water during future nein events;
• Perform minimal grading to achieve positive drainage away from the failure to avoid ponding of
water on the trail or slide -mass;
• A portion of the slide -mass will be pushed upwards and placed against the head -scarp (near -vertical),
resulting in a flatter slope ratio below the trail onto the slide;
• A portion of the trail/access road will be graded to a lower elevation to: 1) reduce the vertical height
from the trail down to the slide -mass; and 2) generate additional material to infill the existing
depression between the trail and slide -mass;
Placement of geogrid within fill may be used for grading on top of oversaturated conditions, at the
discretion of the City operator.
1319 Calle Avanzado • San Clemente • CA 9267346351 • (949) 3696141 • Fax (949) 369-6142
Once the new, lower trail/access road elevation is reached, positive drainage away from the outside
edge of the trail toward an existing V -ditch will be provided to limit the potential for surface water
flow from the trail onto the slope -face;
At the completion of earthwork, a wooden equestrian fence will be installed along the outside edge of
the trail; and
A native hydroseed mix will be applied to slopes in the graded areas to limit the potential for future
erosion and promote plant growth.
LGC understands that the scope of work will not include the following:
A geotechnical subsurface investigation or stability analysis will be performed;
No subdrain will be installed;
Compaction testing of the fill will not be performed; and
• No effort will be made to stabilize or improve conditions in the outside perimeter portion of the
failure. Therefore, stability and protection of the existing V -ditches, outside the influence of the re -
contouring work, will be unchanged by the proposed re -contouring.
It should be understood that the proposed re -contouring of the areas will not repair the failure; it is only an
effort to reduce the existing hazard posed by the near vertical encroaching into the public trail, and to slow
the occurrence and the rate of future movement of the existing landslide. With this choice of action, seasonal
maintenance should be anticipated and further, more significant repairs may be required in the future should
the extent of the failure increase.
If you should have any questions regarding this memorandum, please do not hesitate to contact our office.
cc: Mr. Peter Salgado (via e-mail)
Project No. 051045-01 Page 2 December 7, 2005
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E. Stewart and Associates, Inc.
1000 Calle Negocio
San Clemente, CA 92673
(949) 498-9250
FAX (949) 498-4961
December 13, 2005
Mr. Mike Fakhar
VIBF Consulting
22321 Birchleaf
Mission Viejo, CA 92692
Proposal for Via Entrada Depression Repair
Fill and seal cracks and fissures with existing on-site material. Lower existing trail, and place
fill material on slope to divert water from rain and drainage away from depression area.
Track walk depression and slope.
DC5 Cat Dozer — 60 hours @ 150 per hour: S 9,000.00
ASV RC 100 — 30 hours ® $125.00: 3.750.00
TOTAL: $12,750.00
Hydroseed (optional): S 5,700.00
TOTAL (with optional Hydroseed): $18,450.00
Please call, should you have any questions or require additional information.
Ed Stewart
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Exhibit B
City of San Juan Capistrano
VIA ENTRADA DEPRESSION REPAIR
Bid Schedule
ITEM
DESCRIPTION
QUANTITY
UNIT
PRICE
ESTIMATE
$
1
Grading
LS
5 00.-2
9.5-00.-
2
E ue an style fence
100 LT
oo
4qnno, "
3
H droseed
L.S
4
Plug and remove
sprinklers
L.S
o250,
TOTAL
�H
* May be deleted
• Approximate limits of slope and trail grading shall be as marked on the
attached plan and as discussed in the field.
• Cerh pa'yr"d p Cling es az m -r + kr rojZot,
{ Per okaru, eo-a on 1, 3- D to
Bidder'sSignatur�Gictc�LK)-3-06,
Date
Bids shall be received at the Public Works Department by 4:00 P.M. on January
3, 2006
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 EA
www.sanjuancapistrano.org
January 18, 2006
Stewart and Associates, Inc.
1000 Calle Negocio
San Clemente. CA 92624
Dear Sir or Madam:
0
MEMBERS OF THE CITY COUNCIL
SAM Al
DIANE BATHGATE
WYATT HART
JOE SOTO
DAVID M. SWERDLIN
A fully executed, original Personal Services Agreement related to repair of the Via
Entrada Surficial Slope Failure is enclosed for your records.
Thank you for maintaining documentation confirming current compliance with the terms
of insurance under your agreement with the city. Please keep in mind that should this
documentation lapse, all work under this agreement must stop and all payments will be
withheld until we receive proper evidence of insurance.
You may proceed with work under this agreement in coordination with the project
manager, Peter Salgado, Senior Civil Engineer (949) 443-6366.
Thank you,
Oleg Monahan, CMC
City Clerk +
Peter Salgado, Senior Civil Engineer
Amy Amirani, Public Works Director
San Juan Capistrano: Preserving the Past to Enhance the Future
Q* Printed on recycled paper
i
Maria Guevara
From: Peter Salgado
Sent: Thursday, March 02, 2006 12:44 PM
To: Maria Guevara
Subject: RE: Stewat & Associates
Yes.
-----Original Message -----
From: Maria Guevara
Sent: Thursday, March 02, 2006 12:43 PM
To: Peter Salgado
Subject: RE: Stewat & Associates
Should I close this file in a couple of weeks??
3/2/2006
-----Original Message -----
From: Peter Salgado
Sent: Thursday, March 02, 2006 12:40 PM
To: Maria Guevara
Subject: RE: Stewat & Associates
No. They still have a week left out there.
-----Original Message -----
From: Maria Guevara
Sent: Thursday, March 02, 2006 11:19 AM
To: Peter Salgado
Subject: Stewat & Associates
E
Are they done with their work on the Via Estrada Surficial Slope Failure??
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