11-0517_HDR ENGINEERING, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 17th day
of May, 2011, by and between the City of San Juan Capistrano (hereinafter referred to as
the "City") and HDR Engineering, Inc. (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant to prepare annual and
final reports, and associated photo documentation to comply with Conditions A.10. E.1,
F.1 and G.3 of 401 Certification No. 09C-020 for the Del Obispo Bridge Widening Project
(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 December 31, 2011.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed Eight
Thousand Five Hundred Dollars ($8,500.00) as set forth in Exhibit "A."
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 invoices in accordance with this Section.
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all time based and
reimbursable 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 by either party,
voluntarily or by operation of law, without the prior written approval of the other party. 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 represents that: (1) it has investigated the
work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of
all conditions there; and (3) it understands the facilities, difficulties and restrictions of the
work to be performed under this Agreement. Should Consultant discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by 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.
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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 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 Instruments of Service
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 with the exception of those standard details and
specifications regularly used by the Consultant in its normal course of business shall upon
payment of all amounts rightfully owed by the City to the consultant herein 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 and that any reuse or modifications for purposes other
than those intended by the Consultant t shall be at the City's sole risk and without liability to
the Consultant.
Section 13. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, 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
reasonable attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, to the extent caused by 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.
Consultant's indemnification and defense obligation shall be limited to the
percentage of fault apportioned to Consultant by a court of law, arbitrator or by mutual
agreement between the parties to this Agreement.
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
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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 Commercial General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Commercial 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
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, and agents, 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.
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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) per claim. 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.
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, PE
To Consultant: HDR Engineering, Inc.
3230 EI Camino Real
Suite 200
Irvine, CA 92602
Attn: Ingrid Chlup
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. To be
the prevailing party the other party must be deemed at least 75% liable by a proper tribunal
or an arbitrator.
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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By:
Dave Adams, City Manager
HDR ENGINEERING, IN
By:
ATT T:
Maria Morris, Ci k
APPROVED AS TO FORM:
(C ZIA 6 A f)'A lt'yw)�
Omar ando City A orney
May 13, 20 t 1
Ms. Nisha Patel
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Subject: Proposed Scope of Services — City of San Juan Capistrano —Del
Obispo Bridge Widening Project 401 Certification Compliance
Dear Ms. Patel:
We are pleased to present this proposed Scope of Services to provide regulatory
support services for the Del Obispo Bridge Widening Project in San Juan
Capistrano, Orange County, California. Project construction is anticipated to begin
as early as May 31, 2011.
Per your request, please find below a scope of work to assist with 401 Certification
compliance. Pursuant to Conditions A.10, E.1, F.l and G.3 of Water Quality
Certification No. 09C-020, the City must provide to the regional board annual
reports during project and a final annual report upon project completion. These
reports will include stream photo documentation and post -project Best Management
Practice's (BMP) photo documentation.
Task 1: Provide Photo Documentation
HDR will conduct stream and BMP photo documentation in accordance with
Attachment 6 for Water quality Certification No. 09C-020, which described in detail
the photo documentation procedures. HDR will document the existing conditions of
the project site prior to project implementation. This site visit will be conducted
concurrently with the pre -construction nesting bird survey. HDR will also
document the post -project conditions, including the BMP's upon project
completion.
The photo documentation procedure requires a team of two. The following
information will be recorded in a photo log:
• Project name, and contract number
• General location (stream, beach, city, etc.), and short narrative
• description of project's habitat type, goals, etc.
• Photographer and other team members
• Photo number
• Date
• Time (for each photograph)
• Photo point information, including:
• Name or other unique identifier
HIR Engineering, Inc. 8690 Balboa Avenue 858-012-8400
Suite 200 858-]12-8333(fax)
San Diego, CA 92123
EXHIBIT A
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Ms. Nisha Patel
City of San Juan Capistrano
May 13, 2011
Page 2
• Narrative description of location including proximity to and direction
from notable landscape features like roads, fence lines, creeks, rock
outcrops, large trees, buildings, previous photo points, etc. — sufficient
for future photographers who have never visited the project to locate the
photo point
• Latitude, longitude, and altitude from map or GPS unit
• Magnetic compass bearing from the photo point to the subject
Specific information about the subject of the photo
The locations of steam photos will be selected to demonstrate the existing
conditions of the stream including ground elevation and width such that post -project
photos will demonstrate that the pre-existing stream conditions have been fully
restored.
BMP photo documentation locations will be selected to demonstrate that the BMP's
are serving to protect wildlife and water quality as anticipated.
Task 2: Annual Reports
Based upon the 10 month project schedule, HDR anticipates that one annual report
and one final annual report will be required. The first annual report is due to the
regional board by August 1. A draft report will be provided to the City of review by
July 15`h. The Final Annual report will be prepared upon completion of the project.
The first annual report will include a summary of the status of construction and
compliance with the 401 Certification as well as the pre -project stream photos. The
final report will include a summary of project compliance including post -project
BMP and stream photos and 11 x 17 as-builts for the project.
Deliverables: One draft annual report and one draft final annual report.
One annual report and one final annual report incorporating
comments from the City or Regional Board as needed. HDR will
provide up to five hardcopies and one electronic copy of each report
(PDF).
Cast Estimate: $8,500
HDR Engineering, Inc.
Ms. Nisha Patel
City of San Juan Capistrano
May 13, 2011
Page 3
Please contact our project manager, Ingrid Chlup at 714.730.2389 if you have any
questions or comments. HDR is prepared to begin work immediately on this effort
upon receipt of notice to proceed.
Sincerely,
HDR ENGINEERING, INC.
Tim Gnibus
Environmental Business Class Lead
NDN Eng inn ofing, Inc.
Today's Date: 5-26-11 • • Transmittal Routing
(Check All That Apply)
® City Attorney
City Manager
City Clerk
CONTRACT TRANSMITTAL
CIP No. (if any): _ CIP No. 07107
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:
Maria/ Christy:
The attached is for execution. HDR already has a contract with us for this project, and so I believe they have
submitted the proper insurance and e -verify documentation.
Thank you,
Nisha
Form Date: 01-2004 D-7
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 4931171
(949) 4931053 FAX
www.sanjuancapistrano.org
TRANSMITTAL
TO:
HDR Engineering Inc.
Attn: Ingrid Chlup
3130 EI Camino Real, Suite 200
Irvine, CA 92602
DATE: May 26, 2011
// IAfI11AAAlf1
• EST Atli Rn 1961
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FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
LAURA FREESE
LARRY KRAMER
DEREK REEVE
JOHN TAYLOR
RE: Personal Services Agreement — Prepare Annual & Final Reports for Del Obispo Bride
Widening Project (CIP 07107)
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
IDS, Pnntea on 100%recycle0 paper