12-0918_TOAL ENGINEERING, INC._Personal Services Agreement PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this
"dl ay
of�!!a2012, by and between the City of San Juan Capistrano (hereinafter referred to
as the "City") and Toal Engineering, Inc. (hereinafter referred to as the "Consultant"),
RECITALS:
WHEREAS, City desires to retain consultant to perform topographic field survey
services concerning the Blas Aguilar Adobe at 31782 &31806 EI Camino Real, San Juan
Capistrano (CIP No. 07403); 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, 2012.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed$1,900.00 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.
1
U
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 Subcontractina and Assianment.
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. Chances 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.
2
U
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. 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.
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 Consultants 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.
3
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
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 Workers' Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Workers'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
4
additional insured 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 [FOR PROFESSIONS/WORK
EXCLUDED FROM GENERAL LIABILITY]
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.
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
5
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: William A. Ramsey, AICP, Assistant Director
To Consultant: Toal Engineering, Inc.
139 Avenida Navarro
San Clemente, CA 92672
Attn: Olay. S. Meum, PLS
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.
[SIGNATURE PAGE FOLLOWS]
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
4arCITY F SAN CAPISTRANO
en P. Brust, Cl Manager
CONSUL T
By: ctu
a Toal o I Engin eying, Inc.
ATTEST:
Mtna,Morns,Wty C rk
APPROVED AS "O FORM:
Ci Ufne
7
V EXHIBIT "A" U
SURVEYING SERVICES AGREEMENT
AGREEMENT ENTERED INTO effective June 22,2012 by and between:
SURVEYOR: CLIENT:
City of San Juan Capistrano
Name: Toal Engineering, Inc. Name: Attn: Ms. Ayako Rauterkus
Address: 139 Avenida Navarro Address: 32400 Paseo Adelanto
San Clemente, Ca 92672 San Juan Capistrano, CA 92675
Phone: (949)492-8586 Phone: (949)443-6351
Fax: (949)498-8625 Fax:
Email: ARauterkus�ci),sanjuancapistrano.orL�
Client desires certain surveying services concerning the following Project:
Reference Lot 19,Tract 103
31782& 31806 El Camino Real
San Juan Capistrano, CA 92675
CLIENT AND SURVEYOR AGREE AS FOLLOWS:
A. Surveyor agrees to perform the one of the following scopes of service:
Prepare a Topographic Survey at a scale of 118"=1' with 1 foot contour interval.
B. Client agrees to compensate Surveyor for such services as follows:
For a fixed fee of$1,900.00. Payment due upon presentation.
C. Client and Surveyor agree that the Terms and Conditions on the reverse side are hereby
incorporated by reference and shall be part of this Agreement.
(Client Initials)
D. If requested by the client,any other work that may be required will also be covered by
the Terns and Conditions and will be billed in accordance with the Schedule of Hourly
Rates attached. This proposal is valid for 90 days from above date.
E. All fees shall be made current prior to forwarding digital file to client, his representatives
or other consultants.
SURVEYOR: CLIENT:
Toal Engineering,Inc. City of San Juan Capistrano
By: By:
Olav S. Meum, PLS (Signature)
Principal Print:
Title:
Date: Date:
Phone:
Email:
oSM/vm
CityofSanJuanCapistrano31782EICaminoReal topo
CC: Mr.Craig Sensenbach (949)493-2600 crait0idmdesinncroun,con
Mr.Larry P.Ryan larrvrGi,rjmdesigngroup.com
Mr.Bill Ramsey(949)443-6334 bramseyLWsanjuancapistrano.or,
Mr.Grant Taylor gtiylor(sesanjuancapislrano.orG
EXHIBIT "A"
TERMS AND CONDITIONS OF AGREEMENT
1. Surveyor will provide Client with monthly Invoices accurately reflecting current expenditures of professional time and reimbursable
expenses. Each invoice shall be due and payable upon receipt, and delinquent 30 days after Its date. In the event of delinquency,
interest shall accrue from the invoice date at 3%above then current New York Prime Rate,or the highest rate permitted by California
law,whichever Is lower,with payments applied first to accrued interest. No deductions shall be made from Surveyor's compensation on
account-of problems.or.losses.for which Surveyorhas_not.been.held legally.liable.___..
2. The reimbursable expenses for which Client shall be responsible include,but are not necessarily limited to,all costs Involving document
reproduction, deliveries, mileage, approved travel, long distance telephone calls,employee overtime necessitated by Client's express
request for expedited service, any governmental fees or costs advanced by Surveyor as a Client accommodation, and all costs of
preparation,examination and filing of any Record of Survey.
3. Towards the mutual goal of a successful project,Client shall make all reasonable efforts to cooperate with Surveyor including without
Ilmitation providing full Information regarding Project conditions and requirements,and responding to Surveyor's questions and request
for information and approval within a reasonable time.
4. Regarding ALTA surveys,Surveyor shall sign only the following statement:`This is to state that this map or plat and the survey on which
It is based were made In accordance with 'Minimum Standard Detail requirements for ALTA/ ACSM Land Title Survey's jointly
established and adopted by ALTA and ACSM.
5. Surveyor's' services will be performed in a timely manner consistent with good professional practice and the desire that the Project
proceed as expeditiously as practical,and Surveyor will use its'best efforts to meet any reasonable Project schedule.
6. Surveyor warrants that all of the services provided by and on its behalf pursuant to this Agreement will be performed with reasonable
care,skill and diligence in accordance with generally and currently accepted surveying principles and practices;and this warranty is in
Ileu of all other warranties,either express or implied.
7. In light of the obvious advantage of resolving questions and disputes regarding Surveyor's billings quickly and while recollections are
fresh,Client will notify Surveyor of any questions or dissatisfaction which it may have regarding any particular invoice within 30 days
following the invoice date,and if Client fails to give Surveyor such notice,then Client will have waived its rights to dispute the accuracy
and appropriateness of the invoice and the invoice will be binding upon Client.
8. In light of the limited ability of Surveyor to affect the risk inherent in the Project, and of the disparity between Surveyor's fee and the
potential liability for problems or alleged problems with the Project,Client shall to the fullest extent allowed by law release and indemnify
Surveyor and it's affiliated entities and individuals concerning any and all claims,liability,expenses and/or losses related to the Project
to which they may be subjected. Also, Client agrees to limited the liability concerning the Project of Surveyor and its affiliated entities
and individuals to the fullest extent allowed by law as to Client and Client's affiliated individuals and entitles,contractor and successors
and assigns,to$50,000.00,or the amount of Surveyor's fee,which ever is greater.
9. Surveyor and Client shall strive to maintain a good working relationship throughout the duration of the Project; and because of the
Importance of a good working relationship,either party may terminate this Agreement by giving written notice to the other,provided only
that such notice is given In the good faith belief that the working relationship is less that satisfactory. Further,Surveyor may suspend its
performance under this Agreement,withhold or withdraw any Instruments of service and/or terminate this Agreement with no liability for
doing so at any time if Client allows a Surveyor invoice to become delinquent. In the event of termination, Client shall compensate
Surveyor for reasonable value of whatever professional time and reimbursable expenses Surveyor has devoted to the Project up to the
time of the termination or must necessarily devote to the Project thereafter due to governmental requirements of otherwise.
10. This Agreement supersedes all negotiations and prior agreements concerning the Project and Is intended as a complete and exclusive
statement of the entire agreement between Client and Surveyor concerning the Project. This Agreement is being entered into in Orange
County, California; and it shall be.interpreted and enforced under and pursuant to the laws of the State of California. No failure to
exercise or delay in exerclsing any right under this Agreement shall be construed as a waiver,and no waiver of a breach of any term of
this Agreement be construed as a waiver of a subsequent breach of the same or other terms. In the event Surveyor reasonably seeks
the assistance of an attorney in order to collect fees due pursuant to this Agreement,the prevailing party shall be entitle to recover from
the other Its reasonable litigation costs including expert and attorneys fees. The Parties hereby mutually waive any claims for
consequential damages which either might have against the other concerning this Agreement or Its termination. In the event that this
Agreement is for any reason terminated, then its risk allocation and indemnity provisions shall remain full force and effect; and in the
event that any such provisions shall be prohibited by law,then the subject provislons shall not be void,but rather shall be interpreted as
operating only to the fullest extent allowed by law. Any and all actual or alleged causes of action concerning any services rendered
pursuant to this Agreement,Including without limitation those for indemnification, shall be seemed to have accrued for purpose of any
statutes of limitation or repose as of the date of Surveyor's last Invoice concerning the Project. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective partners, joint venturers, principals, heirs, estates, personal
representatives,successors and assigns.
11. Consultant agrees to Indemnify Client, its principals & employees, for damages or liability, including reimbursement of reasonable
attorney's fees arising out of the performance of Consultants services on this project to the extent that such liability is actually caused by
the negligent acts,errors or omissions of Consultant,it's principal,employees or subconsultants.
7174 Doc
EXHIBIT "B" -
TOAL ENGINEERING, INC.
CIVIL ENOINEERS ANO LAND SURVEYORS
139 Avenida Navarro,San Clemente,CA 92672
Tel:(949)492-8586•Fax:(949)498-8625
RAYMOND R.MAL,RW 16889 CALEB O.RUM,RCB 57587
01 AV S.MTRIK IS4384 ADAM L TOAL,RM 59275
MICINBL A.Rona,is 6211 VB(TORR.NIEI ,LS8682
8/21/08
Schedule "All
Schedule of Hourly Rates
5150.00/hr for services of Senior Design Engineer
150.00/hr for services of Senior Office Surveyor
120.00/hr for services of Engineer/Surveyor
100.00/hr for services of Design Engineer, Surveyor Coordinator
85.00/hr for services of CADD Operator/Draftsman
65.00/hr for services of Processor
210.00/hr for services of 2 Man Field Party
150.00/hr for services of I Man Field Party
Special Services- Price;
(i.e. Court Appearances,Depositions, etc.)
First hour$500.00,$250.00 per hour thereafter,$750.00 per appearance mininnun.
Note: Above schedule is for straight time only. In the case of
overtime,the rate will be 1 Y times the hourly rates shown.
Sundays &Holidays at 4 times the hourly rates shown.
Jwan��
32400 PASEO ADELANTO MEMBERS OFTHE CITU COUNCIL
SAN JUAN CAPISTRANO,CA 92675
(949)493-1171 SAMALLEVATO
& ,nlrlmLAURAFRE E
(949)491053 FAX mnmm I 19611
Hwwsa juancapis(rano.O,g 1776 - UARY REAMER
DEREK
R
JOHNTAriOR
• • JOHN
EEVE
TRANSMITTAL
TO:
Toal Engineering, Inc.
Attn: Olay. S. Meum, PLS
139 Avenida Navarro
San Clemente, CA 92672
DATE: September 18, 2012
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
RE: Personal Services Agreement—Topographic Field Survey for the Blas Aguilar Adobe
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
the agreements. If you have questions related to insurance requirements, please call me at
(949) 443-6310.
If you have questions concerning the agreement, please contact Bill Ramsey, Assistant
Development Services Director at (949) 443-6334,
Enclosed is an original agreement for your records.
Cc: Bill Ramsey, Assistant Development Services Director
San Juan Capistrano: Preserving the Past to Enhance the Future
n
y,9 Pnmee on 1B]x ra.cle!eaaar
Christy Jakl
From: Christy Jakl
Sent: Tuesday, September 18, 2012 10:05 AM
To: Bill Ramsey
Cc: Ayako Rauterkus
Subject: Toal Eng. PSA
Attachments: 2012 Toal Engineering PSA - Blas Aguilar Adobe.pdf
Hello,
For your records, attached is the PSA with Toal Engineering for the Blas Aguilar Adobe.
Thanks!
Christi J akt
Deputy City Clerk
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(949) 443-6310 1 (949) 493-1053 fax
Please share your experience with the City by taking our Survey.
i
Christy Jaki
From: Christy Jakl
Sent: Friday,August 03,2012 11:57 AM
To: Bill Ramsey
Cc: Ayako Rauterkus
Subject: Toal Engineer Agreement- Need Insurance
Good Morning and Happy Friday!
Please have Toal Engineering provide all necessary insurance documents for their Blas Aguilar Adobe
agreement. All the insurance I have on file has expired.
Thank you and have a great weekend!
Christi J.-tkl
Deputy City Clerk
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(949)443-6310 1 (949)493-1053 fax
Today's Date: lI'L3 _ Transmittal Routing
(Check All That Apply)
City Attorney
City Manager
City Clerk
CONTRACT TRANSMITTAL
COUNCIL MEETING DATE (if applicable) 01A,
/: d
Project Manager's Last Name: 4 Lm Cru Phone Extension: W4,
CIP No. (if any): 07&D� {Nad A1&1A J d 74oio�,x
APPROVING AUTHORITY: (Check One)
❑ Mayor
❑ CRA Chair
WCity 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:
- it, 'is, A PSA Pv swveq i'wr wark {/ GP to. 07015 ?,6
161- was iac1uA�A '[A {ke GP ltxxd lie i�'ewt. fleAzt `,'p a.A eeec 4-
Farm Date:01-2004 D-7