Loading...
11-0419_WILLDAN ENGINEERING_Personal Services AgrTHIS AGREEMENT is made, entered into, and shall become effective thisday of ' ' , 201'1, by and between the San Juan Capistrano (hereinafter referred to as the "Cifiy') and W illdan Engineering (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide Construction Management Support for Non -Structural Items in the form of Materials Submittal and Shop Drawing Review, and Request for Information and Request for Clarification Support for the Del Obispo Street Widening from Alipaz Street to Paseo Adelanto Project STPD. 5372 (011) (CIP 07107); 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 the Consultant shall consist of those tasks 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 control. 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 May 1, 2012. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed Ten Thousand Two Hundred Dollars ($10,200.00) as set forth in Exhibit "B," 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 City will pay monthly progress payments based on approved invoices in accordance with this Section. 3.3 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 6. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the 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 the 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. Section 6. Changes to Scope of fork. For extra work not part: of this Agreement, a written authorization from City 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 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/or Construction Site By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the worts 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 City, it shall immediately inform the City of this and shalt not proceed with further work FA 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; E -Verify. 9.1. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 9.. E -Verify. If Consultant is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Consultant shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at htp://www.uscis.goy, or access the registration page at https://e-verify.uscis.gov/enroll/. Consultant shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. 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. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. 3 Section 12. 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 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 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, 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 damages of any nature, including interference with use of property, arising out of, or in any way connected with 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, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, 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. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance, 4n 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 City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. 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 Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII 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 51 associated with the work contemplated by this agreement. If a Commercial 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 14.2 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 an amount not less than one million dollars per occurrence ($1,000,000.00). 14.3 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. 14.4 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 naming City, its officers, employees, agents, and volunteers as additional insureds 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 City, its officers, employees, agents, or volunteers. 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 City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 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. 5 14.7" Terms of Compensation. 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 City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving 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 does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) 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 City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Nisha Patel, P.E. To Consultant: Willdan Engineering 2401 East Katella Avenue Suite 450 Anaheim, CA 92806 Attn: Ken Taylor, P.E. Section 17, 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. 1.9 Section 18. 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 19, 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM: Omar Sandovl, City Attorney , CITY OF SAN JUAN CAPISTRANO By: Dave Adams, Interim City Manager CONSULTANT By. tJ 4.f N .&/WILLDAN Engineering March 1, 2011 Devised March 412011 Ms. Nisha Patel, P. E> City of San Juan Capistrano Public Works Department 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Subject:. Proposal for Construction Management Support Services for father Than Structural Items for the Dal Obispo Street Widening from Allpaz Street to Paseo Adelanto Dear Ms, Patel: In.orde.rto provide cost effective and efficient design support services during construction of the rebuilding and widen- ing of the Del Obispo Street Bridge to the City of San Juan Capistrano, Wilidan has assembled a team of highly quali- fied technical experts that are knowledgeable about the project and have a proven record of quality services with the City. The Willdan team's strengths include: Mr, Ken Taylor PE, who served as the project engineer for the design of the channel improvements to accommodate the widening of the bel Obispo Bridge Project, will manage and provide all required drai- nage related civil design support services during construction. Mr. Jeff McClure, of McClure Consulting Corporation, who served as the project manager for the design of the widening of the Del Obispo Bridge Project, will manage and provide all required civil design sup- port services during construction. The City of San Juan Capistrano is seeking specialized design and technical support services during construction of the widening of Del Obispo Street widening between Alipaz Street and Paseo Adelanto over the Trabuco Creek Channel (Orange County Flood Control District Facility 1_02)= Bridge No, 55C0396, Project design was completed in 2011 and civil, geotechnical and structural design was performed by Witldan, The project is federally funded and con- struction management and related documentation will comply with Caltrans] FHWA requirements. Project Construe tion is 300 calendar days and a potenial 6 day week is expected. The existing bridge crossing Trabuco Creek was built in 1940s, and has three interior spans and two cantilever end spans. The bridge superstructure consists of reinforced concrete T -beams and is supported by two pier walls in the middle, and a co umn bent on each end. This existing bridge was widened along the south side in 1975. The sowh- ern bridge widening has only three spans that match.the original three interior spans and has a superstructure that also consists of reinforced concrete T -beam with diaphragm type abutments at each end. All substructures rest on steel H piles. The proposed northern bridge widening is similar to the 1915 widening, The proposed project improvements consist of widening Del Obispo Street and the bridge structure on the north side of the existing structure between Alipaz Street and Paseo Adelanto, reconstructing portions of the Trabuco Creek Channel ,ori the east and west sides as a result of the bridge widening construction, reconstruction of the channel eastern on road under and to the north of Del Obispo Street, improvement to Paseo Adelanto south of Dal Ms. Nisha Patel March 1, 2011 }gage 2 Obispo Street, and coordination with utility agencies and paitial construction of the City' Underground Utility District project. ✓ Specific project construction elements include: ✓ SWPPP preparation and implementation ✓ Utility potholing and project surveying ✓ Roadway and bridge (portion) demolition H Pile driving ✓ Sheet wall pile driving ✓ Reinforced concrete deck construction with pre -stressed, pre -cast beams ✓ Utility undergrounding work including coordination with AT&T, SDG&E, MCI and Cox ✓ Water line construction and demolition ✓ Concrete channel wall demolition and construction ✓ Debris wall construction Traffic signals, sinning and striping ✓ Bridge deck storm drain system and bio-swale construction ✓ Landscaping and irrigation ✓ Asphalt concrete roadway paving ✓ Concrete curb and gutter and sidewalks on the bridge deck and along the roadway ✓ Cosntruction of a decorative barrier rail on the north and south side of the bridge including relocation of the bridge plaque ✓ Reinforced concrete retaining wall ✓ Roadway slurry seal coat Gel Obispo Street is a major arterial in the City of San Juan Capistrano with high volumes along this segment as well as at the intersections of Alipaz Street and Paseo Acelanto, An extremely important part of this project is maintaining circulation through this corridor, as well as pedestrian and cycling circulation along Del Obispo Street and along the north -south Trabuco Creel; recreational trail, The Contractor is required to prepare and implement construction phas- ing plana and vehicular traffic control plans that address pedestrian and cycling traffic control routes through the project area. Since this proiect occurs above, around and in the Trabuco Creek Channel, Environmental Agency Permits were re- quired and obtained by the City of San Juan Capistrano. The approved permits contain mitigation measures and con- ditions that are required to be met by both the Contractor and the City, These mitigation measures and conditions are included in the bid package and include those required by the California Regional Mater Quality Control Board (San Diego Region), U,S, Army Corps of Engineers, and the California Department of f=ish and Game (1601) Permit.. The services provided by Wilidan will include the enforcement of these mitigation measures and requirements. The Con- tractor's schedule will need to include the no -work periods in and around the channel for reasons including increased channel flow and migratory bird nesting. The City is currently applying for a construction easement permit from the Orange County Flood Control District: Will dao will coordinate with the City and work with the Contractor to implement any conditions assoclated with the forth- coming County permit, The VVilldn team wit I serve to augment the City's construction managernent team by providing design support servic- es duri€ gi the 300 working days construction period. NX/WILLDAN ngineerang Ms. Nisba Patel March 1, 2011 Page 3 The following are description of recent projects our team is completing or has completed; Project Description Type of Work required and Services Provided Vanowen Street Bridge Over the Los Angeles Fiver ' Willdan is currently providing technical support services to 2 the City of Los Angeles during the construction of the re- building and widening of this 280' three span concrete and steel bridge over the Los Angeles River. This project in- cluded extensive coordination with the Los Angeles County ' Flood Control District and the Army Corps of Engineers. Location City of Los Arlgelesl Project Description Type of Work Required and Services Provided Location Project Description Type of Work Required and Services Provided Location WII LDA Enginee dng Fletcher Drive Bridge Over the Las Angeles river Willdan is currently providing technical support services to the City of Los Angeles during the construction of the seismic re- trofit of this historic bridge. The seismic retrofit of the 469' seven span historic con- crete bridge built in 1927 over the Los An- geles River involves driving one hundred forty-four (144), 24 inch diameter steel pipe piles, enlarging the pier foundations to provide a pile cap for the new piles, concrete jacking the pier walls, installing steel pipes through the deck, constructing shear blocks and pedestals at the piers and seat extenders at the abutments, This project also in- cludes extensive coordination with the Army Corps of Engineers. City of Los Angeles North Mair! Street Bridge Over the Los Angeles river Willdan team is currently providing technical support services to the City of Los Angeles during the construc- tion of the seismic retrofit of this historic bridge. The seismic retrofit of the 290' three span historic concrete arch bridge built in 1910 over the Los Angeles River involves replacement of most of the bridge deck and sidewalks, concrete jacketing the arch ribs, strengthen- ing the spandrel walls, and replicating the original bridge railings and lampposts. The project also included extensive coordination with Me- trolink and preparation and execution of a Construction and Maintenance (C&M) agree- ment between the City of Los Angeles and h/letrolink. City of Los Angeles Ms. % isha Patel March 1, 2011 Page 4 Project Description Type of Work required. and Services Provided Location Prajoct Description Type of Work Required' and Services Provided Overland Avenue Bridge Widening Over I-10 freeway Wilidan is currently providing technical support services to the City of Los Angeles during the construction of the widening of the Overland Avenue Bridge,. The project includes adding one lane in the northbound direction at Over- land Avenue to reduce the traffic congestion and removing existing sidewalks from 2,1 me ters to 1.5 meters. The existing bridge was built in 1963, The length and width are about 94,7 meters and 29.3 meters, respectively. After the widening, the bridge width increases to approximately 32.5 meters, The existing bridge has 4 spans and all supports are on spread footings. City of Los Angeles Location City of Los Angeles Project Description Type of `,fork Required and ,Services Provided WeeWILLDAN Fnginoering Reconstruction of Magic Mountain Parkway and Interstate 5 Interchange �tilidan performed the design and provided con- struction support for Phase 2 Of this major, 3 - phased interchange project in Santa Clarita at 1-5 and Magic Mountain Parkway. Phase 2 recon- structed four freeway ramps, created .a new -5 5 auxiliary lane, widened and improved Magic Mountain Parkway, and realigned and widened the Old Road. The Willdan team provided civil, structural, traffic, and right-of-way design, geo- technical engineering, landscape architecture, and construction support services. The design met the procedures, standards, requirements, and required approvals from Cal- trans, the City of Santa Clarita, and the County of Los Angeles. included was the coordi- nation and relocation of high-risk utilities by The Cas Company, Southern California Edi- son, AT&T, Exxon Mobil pipeline; Los Angeles County Sanitation [district, Castaic Lake Ms. Nisha Patel Mare 1, 201 Page 5 Project Description Type of !?fork Required and Services Provided M/WILLDAN Engineering Water Agency, Valencia Water Company, and other affected area utility companies. Willdan's fast-track design protected the project funding, WiHcIM protected the federally funded amount of $10 million by starting the design in June 2005 and obtaining Caltrans. approval of the PS&E bid package before the October 2006 deadline, Early coordination with project -level Caltrans staff and high-level Caltrans personnel, and constant, effective comrriunication with our existing long-term relationships with Caltrans and the County of Los Angeles paved the way for consensus and a smooth approval process. Willdan helped to alleviate what potentially could have been a.$2 Killion impact on the project while in construction. During the construction phase., the contractor inadvertently supplied concrete without fly ash for two targe retaining wails. The initial proposed solu- tion was to demolish the constructed walls and start over, which would have resulted in significant additional cost, project delays, and public inconvenience. Willdan presented Caltrans with methods of evaluations to add ress this construction problem;. Our structural engineers inspected the construction, reviewed the mix designs, and researched and collected data, spanning 15 years that showed that the aggregate from the same pit dis- played properties of resistance to alkali. Our documentation and reports, with supporting information, convinced Caltrans that the performance of the concrete placed in the walls was acceptable without reconstruction, Caltrans agreed with our conclusions and the project proceeded immediately, City of Santa Clarita US route 101: Improvementslttanan Road Interchange The City of Agoura Hills experienced significant traffic congestion and chokepoints in and around the Karan Road/US Route 101 Interchange. The City's goal Alas to mitigate deficiencies by improving the interchange and surrounding arterials, Willdan prepared a PSP, the EIS and respective documentation, and a FPR for the project. The design alter- natives conformed to Caltrans standards, considered right-of-way and utility impacts and costs, and provided improved traffic levels of service for intersection and roadway links. The PS&E was also prepared by Willdan and included widening of the freeway mainline, four new ramps, modifications to tido existing ramps, realignment of Canwood Street and Roadside Drive to provide new access to Roadside Drive, a Park and Ride lot, wi- dening on both sides of one mainline bridge, channel and drainage improvements, sign- ing and striping, electrical, stage construction, traffic handling including the preparation of the TMP, and right-of-way engineering. '- �W t t Special Wall Design Saves Time and Money. Substantial utility coordination was required during this project. For instance, relocation of a significant Pacific Bell strain distribution Zine, direr try related to a state regional communica- tions hub, would have caused significant project delays and potential additional costs in excess of $1 million, Wilidan's project manager, handled this issue by meeting with cor- porate Pacific Sall decision -makers in the field. This face-to-face interaction allowed policy makers, who were not;necessarily engineers to visualize the impacts associated with the relocation of this structure. immediate consensus for adjustments was achieved Ms. Nisha Patel March 1, 2011 Page G during tis site visit, and Willdan's structures team provided a special retaining wall de- sign to bridge over the vault, Wilidan also provided design support services during con- struction on this award winning project. Location City of Agoura Hills Project Description Hellman Avenue Bridge over Alhambra Wash Deconstruction Type of Work Required Willdan provided engineering design, design and construction survey, geotechnical en - and Services Provided gineering, hydrological/hydraulic evaluation, environmental study, utility coordination, construction management and inspection and federal labor compliance services for re.-. placement of the Hellman Avenue Bridge over Alhambra Wash. The project consisted of reconstructing the bridge from 35 feet wide to 60 feet wide (in cluding shoulders and si- dewalks), and providing precast prestressed "I" girders supporting a reinforced concrete deck. The Heilman Avenue bridge was funded by the Highway Bridge Rehabilitation and Replacement (HERR) Program, Location City of Rosemead Project Description Type of Work Required and Services Provided Location Project Description Type of Work Required and Services Provided j LLDAN Engineering Reconstruction of Garvey Avenue Bridge over Rio Hondo Channel Wiildan provided structural engineering design, design and construction survey, geotechnical engineering, hydrologi- cal/hydraulic evaluation, environmental study, utility coordination, construction management and inspection and federal labor compliance services for replace- ment of the Garvey Avenue Bridge over Rio Hondo Channel. The project eon. lists of reconstructing and widening the Garvey.Bridge from 52 feet wide to 100 feet . wide to accommodate a striped center median, four travel lanes, and shoulder and si- dewalk on both sides, The Garvey Avenue Bridge was funded by the Highway Bridge Rehabilitation and. Replacement {HERR} Program and the Seismic Retrofit Funds, The project was awarded Project of the Year by the America Public Works Association. City of Rosemead Reconstruction of Garvey Avenue Bridge over Rio Hondo Channel Willdan. provided structural` engineering design, design and construction survey, geotechnical engineering, hydrologi- cailhydraulio evaluation, environmental study; utility coordination, construction management and inspection and federal labor compliance services for replace- ment of the Garvey Avenue Bridge over Rio Hondo Channel, The project con- sists of reconstructing and widening the Garvey Bridge from 52 feet wide to 1.0 feet Ms. Nislia Patel March 1, 2011 Page 7 wide to accommodate a striped center median, four travel lanes, and shoulder and si- dewalk on both sides. The Garvey Avenue Bridge was funded by the Highway Bridge Rehabilitation and Replacement (HBRR) Program and the Seismic Retrofit Funds, The project was awarded Project of the Year by the Amerlca Public Works Association. Location City of Rosemead Wilidan has assembled a highly qualified team of technical experts to augment the City of San J uan Capistranos' staff to support the construction of the Vanowen Street Bridge over the Los Angeles River. The following are brief mics of our key team members. Detailed resumes are in the Appendix of this proposal. Ken Taylor,, PE, of Willdan Engineering, will provide civil and drainage design support services related to the road- way and channel improvements Jeff McClure of Ill Consulting Corporation will assist Mr, Broz and Mr. Tayiorto civil and drainage design supportservices related to the.roadway, utility and channel improvements. Our following scope of services identifies the tasks to provide design support services during construction of the re- building and widening of the Van Owen Street Bridge over the Los Angeles River. ask I — Civil Design Support Sorvices ewring Oomstru�oftn The required design support services for the civil improvements during construction will be provided by ,teff McClure and Ken Taylor who were members of the original design team for this project during the design phase of the project. The Willdan team will perform the following tasks 1.1 Request for Information (Il The Willdan team will respond to all the contractor's RFVs related to the design plans and specifications in a timely manner. The Willdan team will evaluate each RPI and provide a written response to the to City's construction manager for forwarding to the Contractor. 1.2 Shop Drawing Review; The Willdan teary will review and approve or comment on the contractor's submitted shop drawings, 1.3 Submittal Review; The Willdan team will review and approve or comment on the contractor's submitted technical sumlttals. VVWILLDAN Engineering Ms.Nisha Patel March 1, 2011 Page S She€ Project construction duration has been established by the City as being 300 calendar days. The City has not identi- fied, but it is assumed, that the work in the riverbed will be limited to the dry seasons only. Because there is asso- ciated roadway wort{ on both roadway approaches to the bridge it is further assumed that construction work will be. continuous for the full 300 calendar days without any stoppage for the wet seasons. Our estimated fees for the above scope of work is $10,200 for a duration of 300 working days of design surport ser- vices, which includes our subconsuitant's fees. The following table prov'des a summ @Ty of our fee. Appendix B contains a detailed fee estimate. The above lump sum fee does not include the following items: Re -design, new designs or changes to the existing design that are pari of the contractor's operations, errors or requests for cost reduction incentive proposals Materials sampling and testing Construction engineering or inspection Job site safety, contractor safety compliance and public safety of construction worksite. Environmental permit amendments or Section 7 Consultation, 1-IABS/HAER Docurnentation a Condition 19 of the Section 401 Certification will be the contractor's responsibility. This includes developing and approval of a Surface Water Diversion Pian. Condition 19 also includes water testing that is also the responslbility of the contractor The Wi idan team has the depth of resources to provide the necessary support to the City's project manager for the successful delivery of the project, We appreciate the opportunity to present our proposal. Please contact me at (714) 978-8259 or LbLmzia` ,AIiIIdan. corn if you have any questions or require additional information, Respectfully submi d, 11dan. Engine lr Thomas Broz, PE, SE, F ASCE � Director, Program and Construction Management Services WI LLDAN Engineering 1 � m 1 Civil Des n Support Services Willdan, McClure $1,800 __ $8,400 $10,200 Total $1,840 $8,400 $10,200 Appendix B contains a detailed fee estimate. The above lump sum fee does not include the following items: Re -design, new designs or changes to the existing design that are pari of the contractor's operations, errors or requests for cost reduction incentive proposals Materials sampling and testing Construction engineering or inspection Job site safety, contractor safety compliance and public safety of construction worksite. Environmental permit amendments or Section 7 Consultation, 1-IABS/HAER Docurnentation a Condition 19 of the Section 401 Certification will be the contractor's responsibility. This includes developing and approval of a Surface Water Diversion Pian. Condition 19 also includes water testing that is also the responslbility of the contractor The Wi idan team has the depth of resources to provide the necessary support to the City's project manager for the successful delivery of the project, We appreciate the opportunity to present our proposal. Please contact me at (714) 978-8259 or LbLmzia` ,AIiIIdan. corn if you have any questions or require additional information, Respectfully submi d, 11dan. Engine lr Thomas Broz, PE, SE, F ASCE � Director, Program and Construction Management Services WI LLDAN Engineering z Y -x. •.� n ct3 1tlj�a "�j LL D F- 0 o 0 w civ I n to K^ H3 EA tfi (A fA [fi 69 to :.fl ' EA vs 64 X13 0. f73 EFY V) t33- fJ4 C) � a� uy c i I fr 1 I 1 1 1 1 1 M (o co Q vi rA u7' crl eri e a cn' A Ui c i V3 (Y} U3 cn ua' i3 L i yQ G a OJ o � C � ;r� to FA � r � ui Pi c P rn O � F-- � � r� 117. /J C3 d C] C3 C] N C14 N to CS t0 til +!i Cl N C' V O C3 O Ca Ci. N I- 69 tf3 C] 0 W o C to Ln r fr NN N N M p O C E � o q Q EE I U N A E � I W 7 i � to u ' v ? i� CL Lap vl — U � fY tJS SP X t>m � Ca 3 —L—L—LLL [L� m 32400 PAsEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1179 (949) 493-1053 FAX www.saqivancapistrano.org 171 ami, &-" (Tj aWA M TO: Willdan Engineering Attn: Ken Taylor, P.E. 2401 East Katella Avenue, Suite 450 Anaheim, CA 92806 DATE: April 25, 2011 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 RE: Personal Services Agreement for Construction Management Support W Del Obispo Street Widening (CP 07107) Thank you for providing 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, please call me at (949) 443-6310. If you have questions concerning the agreement, please contact Nisha Patel, P.E., Associate Engineer, at (949) 443-6350. An original agreement is enclosed for your records. Cc: Nisha Patel, P.E., Associate Engineer San .duan Capistrano: Preser-ving the Past to Enhance the Future ON Panted an 100 recvded paper MEMBERS OF THE CITY COUNCIL �j€ I ! � InIOMPRf£II 3APAPLLEVAiO LAU FRiESE 3 £naPttsP[P f �. f�sf LARRY KRAMER DEREK REEVE ® JOHN TAYLOR FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 RE: Personal Services Agreement for Construction Management Support W Del Obispo Street Widening (CP 07107) Thank you for providing 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, please call me at (949) 443-6310. If you have questions concerning the agreement, please contact Nisha Patel, P.E., Associate Engineer, at (949) 443-6350. An original agreement is enclosed for your records. Cc: Nisha Patel, P.E., Associate Engineer San .duan Capistrano: Preser-ving the Past to Enhance the Future ON Panted an 100 recvded paper 41"1912011 AGENDA REPORT D12 TO: Dave Adams, Interim City Manager FROM: Nasser Abbaszadeh, Public Works Director SUBJECT: Consideration of Five Personal. Service Agreement . Awards for Construction Management. and Construction Management Support Services for Del Obispo Street Widening from Alipaz Street to Paseo, Adelanto STPL 5372 (011) (CIP No. 07107) (T N!emann, Inc., RBF Consulting, Willdan Engineering, RBF Consulting, and Smith -Emery Laboratories) RECOMMENDATION By motion, approve Personal Service Agreements for: 1.) TVVNiemann, Inc. in the amount of $322,970.00 to perform construction management, and authorize the City Manager to execute the agreement; and, 2.) RBF Consulting in the amount of $31,310.00 to perform construction management support in the farm of material submittal and shop drawing review, and request for information and request for clarification support for structural related items, and authorize the City Manager to execute the agreement, and, 3.) Willdan Engineering in the amount of $10,200.00 to perform construction management support in the form of material submittal and shop drawing review, and request for information and request for clarification support for non-structural items, and authorize the City Manager to execute the agreement; and, 4.) RBF Consulting in the amount of $34,020.00 to perform SWPPP Development and Construction General Permit Compliance, and authorize the City Manager to execute the agreement, and, .) Smith Emery Laboratories in the amount of $71,914.00 to perform geotechnical services, and authorize the City Manager to execute the agreement for the Del Obispo Street Widening from Alipaz Street to Paseo Adelanto. A. Summary The federal funding component of the bridge widening project requires specialized inspections, testing, documentation, and project review, To contract construction management and construction management support services for the Del Obispo Street Agenda: Report Page 2 April 19, 2011 Widening from Alipaz Street to Paseo Adelanto, staff circulated separate requests for proposals (RFPs) to engage consultants to perform needed services, The full range of services will include construction management, and construction management support in the form of material submittal and shop drawing review, storm water pollution prevention plan (SWPPP) development and construction general permit compliance, and geotechnical testing and inspection services. The RFPs were sent to the following companies: Construction management 1. TWNiemann, Inc. 2. RBF Consulting, Inc. 3. 011dan Engineering Material submittal and shop drawing review, and request for information and request for clarification support for structural items; 1. RBF Consulting 2, Willdan Engineering 3. PBSU Material submittal and shop drawing review and request for information and request for clarification support for nonstructural items: 1. RBF Consulting 2. Wilidan Engineering 3, PSSU SWPPP development and construction general permit compliance.- 1. ompliance: 1. RBF Consulting 2. Advanced Civil Group 3. Hall & Foreman Geotechnical testing and inspection services 1. Smith Emery Laboratories 2. Ninyo & Moore 3. Leighton Consulting, Inc 4. CMJ 5. Labelle Marvin Agenda Report Page 3 April 19, 2011 The project consists of widening Del Obispo Street between Alipaz Street. and Paseo Adelanto, and widening the west side of Paseo Adelanto south of Del Obispo Street. The construction work includes concrete bridge widening, steel piles, concrete piers, debris wall and abutments, structure removal (portion), concrete railing, concrete channel reconstruction, steel sheet piles, access road reconstruction, storm drain, reconstruction, water line removal and construction, coordination with utilities, joint utility trench construction, tree removal, landscaping and irrigation, retaining walls, asphalt paving, sidewalks, curb and gutter, grading, chain link fence, traffic signal modification, street lighting, signing and striping, signing, BMP construction, and preparation and implementation of a SWPPP, preparation and implementation of a construction phasing and traffic control plan, and conforming to the conditions of the environmental documents associated with this project. The City. Council awarded the construction contract for this project to Peterson -Chase on March 1, 2011. Since the project has received a federal grant and the construction will be done under several environmental permits (the bridge substructure will be in the Creek), the project needs to follow strict requirements in keeping with federal and environmental regulations. Outside services are necessary to ensure project documentation and testing is properly addressed. Proposals were requested from qualified consultants to provide services for: 1. Construction management; 2. Material submittal and shop drawing review, and request for information and request for clarification support for structural items; 3. Material submittal and shop drawing review, and request for information and request for clarification support for non-structural items; 4. SWPPP development and construction general permit compliance; and 5. Geotechnical testing and inspection services. RBF did not turn in a ,proposal for the material submittal and shop drawing review, and request for information and request for clarification support for non-structural items; they responded they were not interested in doing the work. CHJ and Labelle Marvin did not submit proposals for the RFP to provide geotechnical services. All other consultants submitted proposals. Staff reviewed all the proposals with respect to the following criteria: • Familiarity with the project work • Training, experience, and demonstrated ability of the designated individual, who will be the project manager. • Training and experience of the support staff Staff recommends entering into a contract with TIV Niemann, Inc. in the amount of $322,970.00 to perform construction management, RBF Consulting in the amount of Agenda Report Page 4 April 19, 2011 $31,310.00 to perform construction management support in the form of material submittal and shop drawing review, and request for information and request for clarification support for structural related items, VVilldan Engineering in the amount of $10,200,00 to perform construction management support in the form of material submittal and. shop drawing review, and request for information and request for clarification support for non-structural items, RBE Consulting in the amount of $35,120.00 to perform SWPPP development and construction general permit compliance, and Smith Emery Laboratories in the amount of $71,914.00 to perform geotechnical services for the Del Obispo Street Widening from Alipaz Street to Paseo Adelanto. FINANCIAL CONSIDERATIONS The project has an available construction budget of $6,289,463.20 in account 50-83399- 57401-07107-0K The City has secured $3,739,605.00 in federal grant funds for construction and contingencies. The federal grant requires the City to match funds an .equal amount as the grant pays out. The City will pay for construction management services out of City snatching funds. Utility undergrounding of overhead utilities needs to be paid for out of local funds. The utility undergrounding portion of the project is planned to be paid with funds from CRA CIP No. 09910, which has a budget of $722,000.00. NOTIFICATION TWNiemann, Inc. RBF Consulting Willdan Engineering PBS&J Advanced Civil Group Hall & Foreman Smith Emery Laboratories Ninyo & Moore Leighton Consulting, Inc. Agenda Report Page 5 RECOMMENDATION By motion, approve Personal Service Agreements for: April 19, 2011 1.) T VNiemann, Inc. in the amount of $322,970.00 to perform construction management, and authorize the City Massager to execute the agreement; and, 2.) RBF Consulting in the amount of $39,310.00 to perform construction management support in the form of material submittal and shop drawing review, and request for information and request for clarification support for structural related items, and authorize the City Manager to execute the agreement; and, 3.) Willdan Engineering in the amount of $10,200.00 to perform construction management support in the form of material submittal and shop drawing review, and request for information and request for clarification support for nonstructural items, and authorize the City Manager to execute the agreement; and, 4.) RBF Consulting in the amount of $34,020.00 to perform SWPPP Development and Construction General Permit Compliance, and authorize the City Manager to execute the agreement; and, 5.) Smith Emery Laboratories in the amount of $71,914.00 to perform geotechnical services, and authorize the City Manager to execute the agreement for the Del Obispo Street Widening from Alipaz Street to Paseo Adelanto. Respectfully submitted, Masser Abbaszadeh, PE Public Works Director Prepared by, Nisha A. Patel, PE Associate Engineer Attachments: 1. Personal Service Agreement- TWNiemann, Inc. 2. Personal Service Agreement- RBF Consulting 3. Personal Service Agreement- Willdan Engineering 4. Personal Service Agreement- RBI= Consulting 5. Personal Service Agreement- Smith Emery Laboratories PERSONAL SERVICES AGREEMENT THIS AGREEMENTis made, entered into, and shall become effective this day of , 2011, by and between the San Juan Capistrano (hereinafter referred to as the "City") and TWNiemann, Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide construction management services for the Del Obispo Street Widening from Alipaz Street to Paseo Adelanto Project STPL 5372 (011) (CIP 07107); 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. Scop of Work. The scope of work to be performed by the Consultant shall consist of those tasks 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 control. 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 May 1, 2012. Section 3. Compensation. Total compensation for the services hereunder shall not exceed Three Hundred Twenty Two Thousand Nine Hundred and Seventy Dollars ($322,970.00) as set forth in Exhibit "B," 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 City will pay monthly progress payments based on approved invoices in accordance with this Section. ATTACHMENT 1 3.3 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and small obtain no rights to any benefits which accrue to Agency's employees. Section 5, Limitations Upon Subcontracting and ;Ansi ftmen . The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the 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 the 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. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City 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 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. Familiari with Nark. andlor Construction Site. By executing this Agreement, Consultant warrants 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 City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. 2 Sections 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section99. Compliance with Law; E -Ver . 9.1. Compliance with Law. . Consultant shall comply with all applicable laws, ordinances, cedes and regulations of federal, state and local government. 9.2. E -Verify. If Consultant is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Consultant shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at http://www.usc s.gov, or access the registration page at https:l/e-verifV.uscis.+gov/enroll/. Consultant shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. 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. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at [east one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing, 3 Section 12. 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 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 casts or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemni . To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, 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 damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractor's hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is duo to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This bold harmless agreement shall apply to all liability regardless of whether any insurance policies are. applicable, The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 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 City., the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. 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 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. If a Commercial General Liability Insurance farm 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. 14.2 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 an amount riot less than one million dollars per occurrence ($1,000,000-00). 14.3, 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. 1.4.4 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 naming City, its officers, employees, agents, and volunteers as additional insureds 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 City, its officers, employees, agents, or volunteers. 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 City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of Cancel lation/Terrnination 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. 5 14.7 Terms of Compensation. 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 City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15, Termination, City shall have the right to terminate this Agreement without cause by giving 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 does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) 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 City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92676 Attn: Nisha Patel, P.E. To Consultant: TWNiemann, Inc. 124 Avenida San Diego San Clemente, CA 92672 Attn: Todd Niemann, CCM Section 176 Attorneys' Fees. If any action at lave 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 ether relief to which he may be entitled. 14 Section 18. 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 19. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Omar Sandoval, City Attorney CITY OF SAN JUAN CAPISTRANO M Dave Adams, Interim City Manager CONSULTANT M 7 Todd Niemann, President TWNiemann, Inc. Due to the large size, the -exhibits +M' the are aw- w . PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made; entered into, and shall become effective this day of ______, 2011, by and between the San Juan Capistrano (.hereinafter referred to as the "City„) and RBF Consulting (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide Construction Management Support for Structural Items in the form of Materials Submittal and Shop Drawing Review, and Request for Information and Request for Clarification Support for the Del Obispo Street Widening from Alipaz Street to Paseo Adelanto Project STPL 5372 (011) (CIP 07107); 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 the Consultant shall consist of those tasks 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 control. 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 May 1, 2012. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed Thirty One Thousand Three Hundred and Ten Dollars (531,310.00) as set forth in Exhibit "C," 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 City ATTACHMENT 2 will pay monthly progress payments based on approved invoices in accordance with this Section. 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records willbe made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assi nment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the 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 the 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. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City 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 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. Familiarily with Work and/or Construction Site. By executing this Agreement, Consultant warrants 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 City, it shall immediately inform the City of this and shall not proceed with further work 2 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 Larry; E -Verify. 9.1. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 9.2. E -Verify. If Consultant is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Consultant shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at httl2.://www.uscis.gov, or access the registration page at htt s:llg-v�.uscis. ov/enroll/. Consultant shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. f=ailure to provide certification will result in withholding payment until full compliance is demonstrated. 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. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing, 3 Section _1 . 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 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 shalt 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 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, 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 damages of any nature, including interference with use of property, arising out of, or in any way connected with 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, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, 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. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 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 City, the insurance specified below with insurers and. under forms of insurance satisfactory in all respects to the City. 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 Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class \ill 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 tI associated with the work contemplated by this agreement. If a Commercial 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. 1.4.2 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 an amount not less than one million dollars per occurrence ($1,000,000.00), 14.3 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, !W'orker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 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 naming City, its officers, employees, agents, and volunteers as additional insureds 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 City, its officers, employees, agents, or volunteers. 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 City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 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. 61 14.7 Terms of Compensation. 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 City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant, In addition, this Agreement may be terminated by any parlay for cause by providing ten (9 0) 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 (90) day cure period. Sections 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 City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Atte: Nisha Patel, P.E. To Consultant: RBF Consulting 94725 Alton Parkway Irvine, CA 92698 Attn: Sal Sheikh, RE, Section 17. 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 18. 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 19. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: Maria Morris, City Clerk N1100:01VA0111102 Omar 5 n"doval City Attom­e'y CITY OF SAN JUAN CAPISTRANO 0 Dave Adams, Interim City Manager CONSULTANT M 7 Due to the large size, the exhibits to the agreement are available the City Clerk"s office. PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this day of , 2011, by and between the San Juan Capistrano (hereinafter referred to as the "City") and Willdan Engineering (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide Construction Management Support for Non -Structural Items in the form of Materials Submittal and Shop Draining Review, and Request for Information and Request for Clarification Support for the Del Obispo Street Widening from Aiipaz Street to Paseo Adelanto Project STPL 5372 (011) (CIP 07107), 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 Mork. The scope of work to be performed by the Consultant shall consist of those tasks 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 control. Section 2. Terra. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than May 1, 2012. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed Ten Thousand Two Hundred Dollars ($10,200.00) as set forth in Exhibit "B," 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 City ATTACHMENT 3 will pay monthly progress payments based on approved invoices in accordance With this Section. 3.3 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to .Agency's employees. Section 5. Limitations Upon Subcoptracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the 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 the 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 mare all payments to Consultant. Section 6. Changes tv„Scope of Work. For extra work not part of this Agreement, a written authorization from City 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 City, the Parties hereto shall execute ars 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_?.arrrRiliari% With Work end/ear Construction Site. By executing this Agreement, Consultant warrants 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 City, it shall. immediately inform the City of this and shall not proceed with further work 2 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, E Verify. 9.1. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 3.2. E -Verify. If Consultant is not already enrolled in the U.S, Department of Homeland Security's E -Verify program, Consultant shall enroll in the -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Consultant shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at htti):Ilwww.uscia. ov, or access the registration page at httos:He-veru .u�scis.govlenrolll. Consultant shall certify its registration with E -Verify and provide its registration number Within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. 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. leo person having such interest shall be employed by or associated with Consultant_ Section 11. Codes of Work product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. 3 Section 12. 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 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 13. lndemni To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive beards, officers, agents, 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 damages of any nature, including interference with use of property, arising out of, or in any way connected with 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, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, 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. The policy limits do not act as'a limitation upon the amount of indemnification to be provided by Consultant. 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 City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. 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 Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VI1 or better. 14.1 Comprehensive General Liability. Throughout the terra 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 151 associated with the work contemplated by this agreement.. If a Commercial 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. 14.2 Comprehensive Automobile liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including awned, hired and non - owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 14.3 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 lave. 14.4 Proof of Insurance RequirementslEndorsament. 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 City, its officers, employees, agents, and volunteers as additional insureds 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 City, its officers, employees, agents, or volunteers. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant small 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 City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of Cancel lationliermination of Insurance. The above policy/policies shall Trot terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' wriften 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. 5 14.7 Terms of Compensation. 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 City has issued a written'"Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving 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 does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) 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 City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attw Nisha Patel, P.E. To Consultant: Willdan Engineering 2401 East Katella Avenue Suite 454 Anaheim, CA 92806 Aitn: Ken Taylor, P.E. Section 17, 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. 6 Section 18. 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 -19. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: ir Omar Sa"ndd(4, City Attorney CITY OF SAN JUAN CAPISTRANO IN Dave Adams, Interim City Manager [KQ JIL &V] ft I & .1ftl M 7 largeDue to the a� ,r�: r�i. agreementr * s /' I ' the City Clerk's office. PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this day of , 2011, by and between the San .Juan Capistrano (hereinafter referred to as the "City") and RBF Consulting (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide SWPPP Development and Construction General Permit Compliance for the Del Obispo Street Widening from Alipaz Street to Paseo Adelanto Project STPL 5372 (011) (CIO 071 b7); 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 the Consultant shall consist of those tasks 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 these provisions contained within this Agreement, the provisions in this Agreement shall control. 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 May 1, 2012. Section 3. Compensa ion. 3.1 Amount Total compensation for the services hereunder shall not exceed Thirty Five Thousand One: Hundred and Twenty ($34,020.00) as set forth in Exhibit "B," attached and incorporated herein by reference. ATTACHMENT 4 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 City will pay monthly progress payments based on approved invoices in accordance with this Section. 3.3 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits Which accrue to Agency's employees, Section 5. Limitations Upon Subcontracting and Assi nment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the 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 the 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. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City 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 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. FamiliaritL with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of 2 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 City, it shall immediately inform the 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; E -Verify. 9.1. Compliance with Lave. Consultant shall comply with all applicable laves, ordinances, codes and regulations of federal, state and local government. 9.2. E -Verify. If Consultant is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Consultant shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at http://www.uscis.gov, or access the registration page at https.E/e-verify.uscis.gov/enroll/. Consultant shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. 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. Copies of Mork Product. At the completion. of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. 3 Section 12. 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 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 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, 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 damages of any nature, including interference with use of property, arising out of, or in anyway connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors fired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is clue to the negligence, recklessness and/or wrongful conduct of the City, 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. The policy limits do not act as a limitation upon the amount of indemnification.to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or worm 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 City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. 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 Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII 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 n associated with the work contemplated by this agreement. If a Commercial 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. 14.2 Comprehensive /automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including awned, hired and non - owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.06). 14.3 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. 14.4 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 naming City, its officers, employees, agents, and volunteer's as additional insureds 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 City, its officers, employees, agents, or volunteers. 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 ($1,0.00,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of CancellationlTermination 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. 5 14.7 Terms of Compensation. 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 City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by diving 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 does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. Ali 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 92575 Attn: Nisha Patel, P.E. To Consultant: RBF Consulting 14725 Alton Parkway Irvine, CA 92618 Attn, Tonya Bilezikjian, P.E., CPESC, CPSWQ, QSD Section 17. 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, 0 Section 18. 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 19. 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, IN WITNESS WHEREOF, the -parties hereto have executed this Agreement ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Om-ar Sand d,v4l Attorney CITY OF SAN JUAN CAPISTRANO M - Dave Adams, Interim City Manager 101012011IRMENIIIIIII By: 7 Due to the large a: agreement i' �' '., review the City Clerk's office. PERSONAL. SERVICES AGREEMENT THIS AGREEMENT is matte, entered into, and shall become effective this day of 2011, by and between the San Juan Capistrano (hereinafter referred to as the "City") and Smith -Emery Laboratories (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide Geotechnical Testing'and Inspection Services for the Del Obispo Street Widening from Alipaz Street to Paseo Adelanto Project STPL 5372 (011) (C IP 07107); 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 fellows: Section 1. Scope of Work. The scope of work to be performed by the Consultant shall consist of those tasks as set forth in Exhibit .'A," attached and incorporated herein by refere'nce. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those previsions contained within this Agreement, the provisions in this Agreement shall control. 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 May 1, 2012. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed Seventy One Thousand Nine Hundred and Fourteen Dollars ($71,911.00) as set forth in Exhibit "B," 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 City will pay monthly progress payments based on approved invoices in accordance with this Section. ATTACHMENT 3.3 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, 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 the 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 the 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. Section 6. Changes to Scope of 'Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Mork 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 i. Familiari!y with Work andfor Construction Site. By executing this Agreement, Consultant warrants 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 City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. V Section 9. Time of Essence. Time is of the essence in the performance of this Agreement. Section 99. Compliance with Law; _E Verify. 9,1. Compliance with Law. Consultant shall comply with all applicable laws,.ordinances, costes and regulations of federal, state and local government. 9.2. E -Verify. If Consultant is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Consultant shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at htto://www.uscis.goy, or access the registration page at hftps,//e-verifv.uscis.gov/enroll/. Consultant shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. 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. Copies of Work product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. 3 Section 12. 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 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 13. lndemni To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees fromany and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in anyway connected with 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, defend, and hold harmless the City, is due to the. negligence, recklessness and/or wrongful conduct of the City, 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. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 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 City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. 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 Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 Comprehensive General friability. 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 ($1,000,000.0{)), combined single limit coverage for risks n associated with the work contemplated by this agreement. If a Commercial 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. 14.2 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 an amount not less than one million dollars per occurrence ($1,000,000.00): 14.3 Worker's Compensation. If Consultant intends to employ employees to perforin 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. 94.4 Proof of Insurance ReguirementslEndorsement. Prier 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 City, its officers, employees, agents, and volunteers as additional insureds 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 City, its officers, employees, agents, or volunteers. 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 summit an insurance certificate to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied, 14.6 Notice of CancellationfTermination 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. E 14.7 Terms of Compensation. Consultant shah 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 City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15, Termination. City shall have the right to terminate this Agreement without cause by giving 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 ether party does not cure the breach of contract, then the agreement maybe terminated subsequent to the ten (19) 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 City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Nisha Patel, P.F. To Consultant: Smith -Emery Laboratories 1195 N. Tustin Avenue Anaheim, CA 92807 Attn: Robert Greeley Section 17. 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. 0 Section 18, 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 19. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: Maria Morris., City Clerk APPROVED AS TO FORM: -Aliy Omar �and-ova5'11, City Att6rne-y- CITY OF SAN JUAN CAPISTRANO 0 Dave Adams, Interim City Manager CONSULTANT MCA 7 largeDue to the agreementare available the City Clerk's office.