11-0523_LSA ASSOCIATES, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 23`d day
of May, 2011, by and between the City of San Juan Capistrano (hereinafter referred to as
the "City") and LSA Associates, Inc. (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to conduct archaeological and paleontological resource monitoring for the Del
Obispo Street Widening from Alipaz Street to Paseo Adelanto proiect; 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 December 31, 2011.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed Five
Thousand Seven Hundred and Fifty Dollars ($5750.00) total contract amount including
expenses, 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.
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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 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 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.
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.
9.2. 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 haps://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.
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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.
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 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
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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.
14.6 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.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
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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 A. Patel, PE
To Consultant: LSA Associates, Inc.
20 Executive Park, Suite 200
Irvine, CA 92614
Attn: Steven W. Conkling
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").
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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.
CITY OF SAN JUAN CAPISTRANO
By: Dt-A --r-
Dave Adams, Interim City Manager
CONSULTANT
By: e /L-.
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ATTEST:
Maria Morris, City' erk
APPROVED AS TO FORM:
LSAT
May 16, 2011
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LSA ASSOCIATES, INC.
20 EXECUTIVE PARK, SUITE 200
IRVINE, CALIFORNIA 92614
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RIVERSIDE
BERKELEY FRESNO ROCKLIN
949.553.0666 TEL CARLSBAD PALM SPRINGS SAN LUIS OBISPO
949.553.8076 FAX FORT COLLINS POINT RICHMOND S. SAN FRANCISCO
Nisha Patel, PE
Associate Engineer, Public Works Department
City Of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, Ca 92875
Subject: Proposal to Provide Archaeological and Paleontological Monitoring for Del Obispo
Street Widening from Alipaz Street to Paseo Adelanto, City of San Juan Capistrano,
CA
Dear Ms. Patel:
LSA Associates, Inc. (LSA) is pleased to present this Scope of Work and Budget to provide
archaeological and paleontological monitoring during Del Obispo Street Widening from Alipaz Street
to Paseo Adelanto. In developing this Scope and Budget, LSA has thoroughly reviewed the Cultural
Resources Monitoring Report of McKeehan Environmental Consultants (2010) and the Request for
Proposals you provided soliciting this Scope and Budget. As requested in the RFP, the budget is
provided separately from the Scope of Work.
LSA is a full-service environmental firm that provides cultural, archaeological and paleontological
resources. LSA was established in 1976 and maintains its corporate offices in Irvine, California. ISA
maintains a staff of professional historians, archaeologists and paleontologist with extensive
experience in Orange County. We currently have four Orange County Certified Archaeologists and
two Orange County Certified Paleontologists on staff. In the San Juan Capistrano area we have done
numerous projects including: support for the new Mission entrance proposal, construction of auto
dealerships along Camino Capistrano, grading for the commercial buildings along Valle Road, grading
for parking for St. Margaret's school, and monitoring during construction along Rancho Viejo Road.
LSA also has a long term relationship with the local Juaneno people.
The proposed project includes widening Del Obispo Street between Alipaz and Paseo Adelanto, and
widening a portion of Paseo Adelanto south of Del Obispo Street. The project area includes an
existing bridge over San Juan Creek that will be widened. The only aspect of the construction project
that requires cultural and paleontological resource monitoring is bio-swale excavation and bike trail
grading. Monitoring will only be required when construction activities are in previously undisturbed
sediments.
The RFP provided by the City identified three project tasks. This Scope of Work and Budget follows
the City RFP.
PLANNING I 9KPIRONNENTAL SCIENCES I DESIGN EXHIBIT A
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LSA ASSOCIATES. INC.
SCOPE OF WORK
Task 1: Pre -Construction Conference
An LSA Orange County Certified Archaeologist shall attend the project pre -construction meeting. The
specialist will discuss procedures for temporarily halting or re -directing work in the immediate vicinity
of a discovery and will discuss how monitoring will be conducted. In order to save City resources,
LSA will have a single person attend the meeting to address both disciplines.
Task 2: Monitoring
LSA will provide a single monitor under the supervision of Certified Archaeologist, Ivan Strudwick
and Certified Paleontologist, Steve Conkling, for construction monitoring. As stated in the RFP, LSA
has assumed that monitoring will be required for approximately 10 total days (80 hours) during some
period within the overall construction schedule (anticipated to be 10 months long, from June, 2011
through April, 2012), No Native American monitor will be required. For budgetary purposes, all
work is assumed to occur during regular working hours and days.
Task 3: Evaluation and Report (Negative)
At the completion of monitoring work, LSA will prepare a report discussion how monitoring was
conducted and the results of the monitoring efforts. Based on the minimal nature of the project, we
have assumed a negative report will be required because no resources will be identified or impacted.
Should resource be identified that require development of a positive report, LSA will coordinate with
the City and submit an additional scope for approval at that time.
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LSA ASSOCIATES. INC.
BUDGET
The following table provides the project budget for Widening of Del Obispo Street from Alipaz Street
to Paseo Adelanto. The table also provides project staffing and hourly rates for those staff.
TASK
STAFF
HOURLY
RATE
TASK
TOTAL
Task 1: Pre -construction Conference
Certified Archaeologist
Deborah McLean, MA, RPA
$ 155.
Certified Paleontologist
Brooks Smith, Cert. Paleo.
$ 90.
Meeting Attendance
Deborah McLean
$ 125.
$ 370.
Task 2: Monitoring 80 hours total
Sandy Duarte
$ 65.
$5,200.
Task 3: Evaluation and Report
Brooks Smith
$ 90.
$ 180.
TOTAL
$ 5,750.
LSA estimates that the Scope of Work presented above can be completed for a total, not -to -exceed
amount of $5,750. This budget assumes negative findings and an 80 hour total monitoring
requirement. If resources requiring documentation, recovery, evaluation, and analysis are identified, a
budget adjustment may be required.
We appreciate the opportunity to continue our work with the City. If you have any questions, or need
additional information, please contact me at (949) 553-0666 or by email at steve.cwnklinenlsa-
assoc.com.
Sincerely,
LSA
Resources Group
EXHIBIT B
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAX
www.sanjuancaptstrano. T
TRANSMITTAL
TO:
LSA Associates, Inc.
Attn: Steven W. Conkling
20 Executive Park, Suite 200
Irvine, CA 92614
DATE: June 14, 2011
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
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MEMBERS OF THE CITY COUNCIL
MALLEVATO
LAURA FREESE
LARRY KRAMER
DEREK REEVE
JOHN TAYLOR
RE: Personal Services Agreement — Archaeological and Paleontological Resource Monitoring
for Del Obispo Street Widening Project.
Thank you for maintaining documentation confirming compliance with the terms of the
agreement related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949) 443-6310.
If you have questions concerning the agreement, please contact Nisha Patel, Associate
Engineer at (949) 443-6350.
Enclosed is an original agreement for your records.
Cc: Nisha Patel, Associate Engineer
San Juan Capistrano: Preserving the Past to Enhance the Future
Today's Date: 6-02-11 • Transmittal Routing
(Check All That Apply)
® City Attorney
® City Manager
® City Clerk
CONTRACT TRANSMITTAL
CIP No. (if any): _ CIP No. 07107- Del Obispo Street Widening Project from Alipaz Street to Paseo Adelanto
Street
Project Manager's Last Name: _Patel Phone Extension: 6350
Council or CRA Meeting Date (if applicable):
APPROVING AUTHORITY: (Check One)
❑ Mayor
❑ CRA Chair
❑ City Manager
Provide (1) executed original contract for each signing party, including the City. If the agreement is to be
recorded — only (1) original will be recorded with certified copies going to other parties.
Please provide the mailing address of any party to receive an agreement — unless the mailing address is
included within the body of the agreement:
Names Street City St Zi
OTHER INSTRUCTIONS:
Christy,
Please find attached PSA's with LSA for archaeological and paleontological monitoring services for the
referenced project. I will forward you insurance and e -verify information as soon as I receive it.
Thank you,
Nisha
Form Date: 01-2004 D-7