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11-0524_LAE ASSOCIATES, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this Z_' t' day of ^t\A , 2011, by and between the San Juan Capistrano (hereinafter referred to as the "City") and LAE Associates, Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide Caltrans Local Assistance Consulting Services for Safe Routes to School (SRTS) Project ID No. S0212018 — Via Positiva Sideway and Avenida Descanso Lighted Crosswalk, 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" which comprise of consultant proposal dated May 16, 2011, 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 in the Notice to Proceed and shall terminate, and all services required hereunder shall be completed, no later than October 31, 2011. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $5,920.00 total contract amount including expenses as set forth in Exhibit "A," attached and Incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The 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 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 mane 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 E 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 htt ://www.uscis. ov, or access the registration page at https:He-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. 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 farms 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 VI I 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 form or other form with a general aggregate limit is used, either the 4 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. 94.5 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. 14.7 Terms of Compensation. R 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: Nasser Abbaszadeh, Public Works Director To Consultant: LAE Associates, Inc. 20709 Golden Springs Dr. Ste 104 Diamond Bar, CA 91789-3847 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"). 9 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. /=1» ZiITN: 4 07TAV210011111107 4IT, I GVL1 Jaj6�tLa Omar Sandoval, City Attorney Cyit�'i� 9sVffilfflL ►lys1a��fty. ] Dave Adams, Interim City Manager CONSULTANT By: Fre Alamolhoda, President 7 C tyfNf ni: i l err c", . Project1program Management LAE.Associates Transportatiou. Funding Programs Local Uqistance Processing lt%lay 16, 2011 Mr, .Alan P. Oswald Senior Engineer/Traffic City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 9267 SUBJECT: PROPOSAL TO PROVIDE CAi:TRA,NS LOCAL ASSISTANCE CONSULTING SERVICES FOR THE FEDERALLY FUNDED SAFC. ROUTES TO SCHOOL PROJECT 11) NO. S021.201.8 Dear Mr, Oswald: It i5 our pleasure to stibmit this proposal to provide Caltrans (CT) Local Assistance Coasulting Services for the City of San Juan Capistrano' (City) Cycle 2, Saki Routes to School (SRTS) Funded- Project. Caltrans has appro-ved $253,400 of Federal SORTS Funds for the Sats Juan Capistrano Pedestrian and Bicycle Safety Improvements around Del Obispo. Kinoshita Elementary, and ]Marco Forster Middle Schools. The project consists of installation of a solar=powered in pavemew crosswalk lighting system., solar -powered .radar speed display signs, construction of approximately 1.400 feet of'sidewalk on.the'North Side of Via. Positiva We;st. of Alipar. Street and the vicinity of Kinoshita Elemcntary anal Marco 1=orster Middle Schools. Due to federal funding, to implement the project, the City shall co.nlply with all the federal. process administered by CT. LAE Associates, Inc. (LAE) staff has a substantial amount of experience in administering and. processing federally funded projects, Project Management, Consti,-Lection Managernent, Program Manager-ent, Gmnt Writing, Contract Adnunistration,.and hispection. Setvices for Cities and Counties. LAE has completed similar services for the following Cities: Azusa, Baldwin Part:, Corona, Diamond Bar, Inglewood, La Mirada, Long Beach, Perris, Torrance, Swi Clemente, San Dimas, and San Jacinto. Currently, we are providing similar services for the following public agencies: Cities of Apple. Vallee, Clarerriont; Diamond Bar, Montclair, Saris Clemente, and San Dimas,,. County of Riverside Community Health Agency. San Bernardino Associated. Governments 'Yhe proposed project will be constructed within the exi.stiiig City right -of - ay. As a result, no ne-vti- right-of-wav, easements or encroacl.amen.t permits from, private/public agencies, schools will be required for the project implementation. Page I, of 3 2107,09 Golden Springs flriw, Suftc 1.04,Dia.-Oion Bar, CA 9 17 89-3847 '909', 95— 3-r'60 Fax : {909'1 `9 -9484 EXHIBIT A Proposal — San -luau: Capistrano SRTS Funded Project May 16, 2011 Page 2 of 3 LAE's prgject approach, and detail ,.,,cope cif sere cies are outlined as follows: Descri myon of Tasks I Prepare the required, exhibits to obtain Fedex-al Proiect and Expendituro, A.uthorizanorr-t Numbers frons CT. j 2. Prepare the Preliminary Environmental Studies (PES) form, respond to all questions, , j review the completed f'orm with the City's Project Manager. obtain City's approval. and sUbmit to C'T. Revise PES form. based on cc mnict.its, receivod from. Gf. 3i (Attend and participate in the field rev#ew meeting with the City- staff, CT Local f j Assistance, Environmental, and Right of'� ay Divisions' Staff. _..... _.._ ._ _.. 4. ' Upon obtaining National Environmental Policy Act (NEPA) approval from CT, review Plans. Spec i fileatio.ns & Estimates (PS & E), and include the federally required doerrnaent�5 in the s ecificatiorts. 5. Completer and submit the (blIoNvirig :federally requir•e-d exhibits for the; City's review, sr�,,nature, and sDbinission to CT: • Exhibit 3-D, Request f6r° Authorization to Proceed withConstruction! = Exhibit 5-E. Request for :Authorization. to Proceed Data Sheets) ( = Exhibit .3-T Local Assistance Project Prefixes • Exhibit—0, Finance Letter • Exhibit. 4-A. Local Agency :Agreement. Checklist * Exhibit 7-B—Field Review Forms = Exhibits 7-C, Roadway Data. • Exhibit 12-:A, Prelim inar-y E,st:imatc. of Cost = Exhibit 1.2-C.:, PS&E Certification • Exhibit 12-D. P.S&E C'heckl'ist • Exhibit 1.3-B, Ri-ht of Way Certification I:-ocal t`4ss.istF:nce; Project • Exhibit 5-A, Local Agency Cotastruction. Contract Administration Checklist • Exhibit 15-M, Detailed Estimate and.Deyiled Estimate Summary G_ ` Meet with the City's Project Manager to review the Transmittal Letter to Caltrans, Request for Authorization (RFA) Exhibits and attachments, =finial playas and :specifications with the fed -oral requirements, assemble the R.1"A. package for subrnission to CT. ..... .__. ... _. W.__.._ _._ _ _ .-.-._.._. 7 1:ollo,�v tip with, CT, incorporate comments received to obtain. approval of construction j funds (Obligation ot't e federal ft�,nds and receiving E-76 form). .__. I'his proposal does not include preparation of any environmental and traffic s(€relies that may be re;drrested by CSI' during the I)R)jeet envirorimental rapprovaL We estIm ate drat our tee; to provide th.e services outlined in this proposal to be $5.920 based on the fo.11wving details: No C:lassilleation Hours Extended Fee I Pro c c t M ana rat . l l lours 32 $4- 000 Assistant I'�_cruaraa C oord nator at S60 per 1-lorrz ................�2 .. 1��� ._ .: w�-__.___ �_-.. Total ___.._. $5,920 a Proposal — Sao Juan Capistrano SILTS Funded Project May 16, 2011 Page 3 of 3 Insurance Requirements: On or before beginning- any of the services outlined in this proposal, LAE, at its own cost and expense, will carry, and maintain for the duration of the services, and alae l provide proof thereof that is acceptable to ie City, the insurance specified bel©w with insurers and tinder forms of instmmce satisfactory in all respects to the City. LAE will not allow any sub - consultant to cornmence, work on any subcontract until all insurance required of the SUb- consultant has also been obtained. Insurance required herein. will. be pro -tided by Insurers in good standing with. the State of California and having a minimum Best's Guide Rating of A- Class VII or better. Comprehensive General Liability: Throughout the term of the proposed services, LAE will maintain in full force and e[Tect Comprehensive General Liability coverage in an amount not less than one million dollars, per occurrence ($1.000,000.00), combined single lin-ilt coverage for risks associated with the work conten-iplated in. this proposal. If a Commercial General Liability Insurance formor other Form. with a general. aggregate Ili -nit is used, either the general aggregate limit will apply separately to the work to be performed or the general aggregate limit shall be at least tvvice the required occurrenct, limit. Comprehensive Automobile Liability: Throughout the term. of the proposed services, LAE, will 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), Worker's Compensation. LAE will maintain, during the term of the proposed services. Z� Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. Proof of Insurance Requirements/Endorsement. Prior to beginning any work, LAE will submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsernent naming City, its officers, employees, agents, and volunteers, as additional insured as respects each of the following: Liability arising out of activities performed by or on behalf of LAE, including the insured's general supervision of LAE; products and completed operations of LAE, premises owned, occupied or used by LAE; or automobiles owned, leased, hired, or borrowed by LAE. The coverage will contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. Thank you for providing the opportunity to submit this proposal. Should you have any question.,-,,, please contact me at (909) 595-3760, Sincerely, 6vr!',y—I -J J Fed Alarnolhoda, P.E. President 32400 PA CO At) LANTO SAN JUAN CAPISRANO, CA 92-675 (949) 493-1171 (949) 493-1053 FAX www. sanjuczncapistrcano. org ! RA! WISMIT E AL TO: LAE Associates, Inc, 20709 Golden Springs Dr. Ste 104 Diamond Bar, CA 91789-3847 DATE: June 14, 2011 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 MEMBERS OF THE CITY COUNCIL SAM ALLEVATO LAURA FREESE LARRY KRAMER DEREK REEVE J044M TAYLOR RE: Personal Services Agreement — Caltrans Local Assistance Consulting for Safe Routes to School Thank you for providing documentation confirming compliance with the terms of the agreement related to insurance. Please beep 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 Alan Oswald, Senior Engineer -Traffic at (949) 443-6356. Enclosed is an original agreement for your records. Cc: Alan Oswald, Senior Engineer -Traffic San Juan Capistrano Preserving the Past to Enhance the Future Today's Dater (0i1 D/ I 1 CP` No. (if any): Project Manager's Last Name:C),'-Wa'ad Council or CRA Meeting Date (if applicable): 0 / /:-,t Phone Extension: Transmittal Routing (Check All That Apply) City Attorney ❑ City Manager City Clerk 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: (Not necessary if information is included in the contract) Names} Street _ _ _ City St Zi OTHER INSTRUCTIONS: eb I Dr a-vLd /WU-,5z-4 4-0 '--atd tyr -