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13-1014_HABITAT RESTORATION SERVICES, INC._Personal Services AgreementPERSONALSER~CESAGREEMENT CX::\c\I=tJIS-AGREEMENT is made, entered into, and shall become effective this ~ay of.Soptofi:ib.er, 2013, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Habitat Restoration Sciences, Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide an emergency irrigation repair services at 2C Ranch{frabuco Creek Habitat Restoration project site (CIP 11204/11205/11206/13201 ); 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 January 31, 2014. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $8,795.00 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. 1 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and 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 seNices 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. 2 Section 8. Time of Essence. 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 1 0. 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 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 3 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 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 4 insured endorsement 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 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 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 (1 0) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.7 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 (1 0) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (1 0) 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: William Ramsey, AICP, Assistant Development Services Director 5 To Consultant: Habitat Restoration Sciences, Inc. 4901 El Camino Real, SuiteD Carlsbad, CA 92008 Attn: Mark Girard, President 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. Section 20. Counterparts and Facsimile signatures. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO Nelson Miller Interim Development Services Director By:~~-·~-~-! Peter Trotta Habitat Restoration Sciences, Inc. ATTEST: APPROVED AS TO FORM: «ansVanlSgten, City Attorn6y 7 September 23,2013 Bill Ramsey-Assistant Director City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 EXHIBIT A 2013-142 Subject: Proposal for Emergency Irrigation Repair at 2C Ranch/Trabuco Canyon Project Site Dear Mr. Ostensen: Habitat Restoration Sciences, Inc. (HRS) is pleased to submit this proposal for Emergency Irrigation Repair at 2C Ranch/Trabuco Canyon Project Site. The cost estimate and scope of work are provided below. This proposal covers the cost for irrigation repairs on the site as discussed with Mr. Ostensen on 9/20/2013. Observed site issues include: • Approximately 50%-70% ofvalves were leaking from threaded fittings. • Install proper Valve boxes and bury to plan specifications • Valve manifold, Valves, Quick Couplers were not installed to specifications in plans. • Irrigation Rotors were not staked properly to plan specifications. • Irrigation laterals were not flushed clean and several Rotors had dirt and debris inside filters and check valves. • Large lines draining downhill causing wasted water and pooling around rotors. • Lateral on grade lines were not J-hooked and secured properly. • Intake and Output of pump showed leaks and water ponding. • Irrigation coverage in some areas was not adequate or not covered. All work will be coordinated with the project Biologist to ensure all punch list items are addressed. Proposed work to repair current irrigation system includes: • Remove and reassemble all leaking valves until all leaks are repaired. • Pour concrete kickers on change of direction for buried mainlines. • Rebuild all quick coupler valves to plan specification. • Properly stake all irrigation rotors to plan specifications. • Flush and clean all lateral lines and rotors. • Install spring check valves in large downhill Jines. • Properly J-hook and secure on grade lateral lines to plan specifications. uc \ & c 27 •,8-f2(>61 111\SJ\f .STOHAIION.C OM ,;901 [} Cunino Heal Sulte D c,hhtd. C\ 'J2oos (760) ,f/9 .. f210 oHh:e (760) ·17<)·.J190 f:1x Mr. Derek Ostensen Subject: Proposal for Emergency Irrigation Repair at 2C Ranch/Trabuco Canyon Project Site • Excavate pump intake and output to repair fittings leaking underground. • Add additional valves and irrigation lines to properly water areas with light or no coverage. This scope of work covers labor and materials, and is based upon our understanding of the project requirements as listed in the project plans (Dudek). Additional services required beyond this scope of work would need to be negotiated between HRS and the client accordingly. COST ESTIMATE HRS understands that we will provide the labor and materials for the work specified above up to $8,795.00. This may or may not complete all repairs needed. Reassessment will be done at this time to determine if further action is to be taken. When the total budget has been reached, HRS staff will meet with Mr. Ostensen to discussed remaining repairs and estimated budgets. All fees will be billed time & materials, up to and not to exceed total for this phase of the work of $8,795.00. This total for this phase of the work would not be exceeded without client approval. ASSUMPTIONS: HRS assumes non-prevailing wages. HRS assumes water (POC) is onsite and available for use as needed. HRS assumes access to site will be from Old San Juan Road. EXCLUSIONS: This proposal does not include permit fees, water costs, water meter fees, electrical fees, hazardous materials removal, coring, boring, or rock breaking. This proposal does not include creation of S WPPP plans. This proposal does not include irrigation removal. Please review the scope of work and associated costs, as we feel we have addressed the services you have requested at this time. We are pleased you have considered HRS for Emergency Irrigation Repair at 2C Ranch/Trabuco Canyon Project Site. This cost estimate is good for 30 days from the date on the proposal. If you have any questions regarding this scope of work, you can contact me at (760) 519-7230 or via email at mgirard@hrs.dudek.com. Sincerely, HABITAT RESTORATION SCIENCES, INC. restdent-------·----... / Habitat Rest ration Contractor C-27 #842661 RS 2 2013-142 September 2013 Habitat Restoration Sciences, Inc. 2013 Standard Schedule of Charges Habitat Management Coordinator/Principal ....................................................................... $200.00/hr Senior Project Manager ............................................................................ $150.00/hr General Engineering Contractor ................................................................. $150.00/hr Landscape Supervisor/Project Manager .............................................................................. $125 .00/hr Specialty Equipment Operator/Operating Engineer ........................................................... $11 0.00/hr QSD/QSP SWPPP Services ................................................................................................ $110.00/hr Landscape Assistance Supervisor/Irrigation Tech .............................................................. $105.00/hr Landscape Technician/Foreman/Small Tool & Equipment Operator .................................. $85.00/hr Brush Management Tool Operators/Assistant Foreman ....................................................... $65.00/hr Maintenance Laborer with hand tools ................................................................................... $29 .00/hr Administration/Clerical Support ........................................................................................... $65.00/hr Equipment/Vehicles Truck Usage ........................................................................................................................ $68.00/day Water Trailer/Buffalo ......................................................................................................... $68.00/day Dump Trailer ...................................................................................................................... $68.00/day Mule .................................................................................................................................... $68.00/day Dingo Equipment/Tractor ........................................................................ $450.00/day CAT 277/303/242/314 ...................................................................................................... $450.00/day Water Truck ...................................................................................................................... $450.00/day Chipper I Hydroseeder ...................................................................................................... $450.00/day Roll-offTruck ........................................................................................ $600.00/day plus tipping fees Emergency and Holidays-Minimum charge of two hours will be billed at 1.5 times the normal rate. Sundays are double time at 2.0 times normal rate. Material and Outside Services-Herbicides, subcontractors, rental of special equipment, special fencing or signage materials, outside data processing and computer services, etc., are charged at 1.15 times the direct cost. Travel Expenses-Mileage at current rate per mile. Per diem where overnight stay is involved is charged at cost. Invoices, Late Charges. -All fees will be billed to Client monthly and shall be due and payable upon receipt. Invoices are delinquent if not paid within thirty (30) days from the date ofthe invoice. Client agrees to pay a monthly late charge equal to one percent (I%) per month of the outstanding balance until paid in full. RS Effective January I, 2013 Updated: 02!07/13 Ayako Rauterkus From: Bill Ramsey Sent: Tuesday, September 24, 2013 2:48 PM To: Ayako Rauterkus; Derek Ostensen; Nelson Miller Subject: Attachments: FW: HRS/Dudek Proposal -Irrigation QC and Punch List Repairs for SJC System Proposal for Irrigation Repair at 2C Ranch-Trabuco Canyon Site.pdf; HRS Fee Schedule_ 2013.pdf Thanks Derek: The HRS proposal looks fine assuming the contractor is aware of the extent of the area(s) requiring "new" irrigation lines. Also, will HRS realign andre-stake existing irrigation lines as needed to provide better coverage? Ayako: Would you prepare the necessary paperwork to provide for Nelson to approve this work which is less than $10K. Nelson: We need to be able to get HRS out on the site to complete this work as soon as possible so we can begin native container plantings next month which will require the ability to use the upland irrigation without issues. On the budget side, we're in solid shape. We have $1,799K available in grant funds for the project, with an approved budget of $1,500K and we've expended about $643K (most recent CIP expenditure report) as we near the end of the 3'd year of the 5 year project. William Ramsey, AICP, Assistant Director Development Services Department (949) 443-6334 Please share your experience with the City by taking our Survey. From: Derek Ostensen [mailto:derekostensen@me.com] Sent: Monday, September 23, 2013 4:00 PM To: Bill Ramsey Subject: HRS/Dudek Proposal -Irrigation QC and Punch List Repairs for SJC System Hi Bill, Attached is Phase 1 of the irrigation proposal you and I discussed. This may get us to where we need to be or we may need a Phase 2, but 2 Phases should likely be the max. Please let me know if you have any questions. Thanks! Derek Begin forwarded message: From: Kyle Matthews <kmatthews@hrs.dudek.com> Subject: RE: Air Purge Valves for SJC System Date: September 23, 2013 3:53:00 PM PDT To: Derek Ostensen <derekostensen@me.com> Cc: Jon Stafford <jstafford@hrs.dudek.com>, Cindy Thompson <cthompson@hrs.dudek.com> Derek, Here is the revised proposal addressed to Bill along with our schedule of charges to include as well. Thank you Kyle Matthews 1 Habitat Restoration Sciences, Inc. 4901 El Camino Real, Suite D Carlsbad, CA 92008 T: 760.547.8524 F: 760.479.4190 C: 760.310.4512 **Check out our new website** www.HRSRestoration.com 2 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sanjuancapistrano.org TRANSMITTAL TO: Habitat Restoration Sciences, Inc. 4901 El Camino Real, SuiteD Carlsbad, CA 92008 Attn: Mark Girard, President DATE: October 18, 2013 FROM: Manny Ruelas, Office Assistant (949) 443-6308 MEMBERS OF THE CITY COUNCIL SAM ALLEVA TO ROY l. BYRNES, M.D. LARRY KRAMER DEREK REEVE JOHN TAYLOR RE: Personal Services Agreement -Emergency Irrigation Repair Services at 2C Ranchffrabuco Creek Habitat Restoration Project Site (CIP 11204/11205/11206/13201). 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 agreement. If you have questions related to insurance requirements, please call Manny Ruelas, Office Assistant at (949) 443-6308. If you have questions concerning the agreement, please contact Ayako Rauterkus, Management Analyst at (949) 443-6325. Enclosed is an Original Agreement for your records. Cc: Ayako Rauterkus, Management Analyst San Juan Capistrano: Preserving the Past to Enhance the Future- " \.J p,.~nted nr1 1 00°!0 recycled oaper CITY OF SAN JUAN CAPISTRANO DOCUMENT TRANSMITTAL FORM This form is for the ttaDBmittal of ~-tbr ~ture. (e.g. Agreements, Conttiwts, ~-~> · Date: 0912412013 Agadal~~-....... -N(A . City Couaell, SJCHA or SOI\~-..... .__,(If~): ._.Nt...._~A --....-.......,......,....------;....;....- Briefdeseription.ofCloeaaeat._.,v.~e~provided:•~~·~~"'2C~~a.. Habitat~"'*'*($tf>112041H~tt21)6/~~, . ' ' Submitting Departmat: ~SeMoas Std Coataet: _•_..•Rat~...., . .,....181BY......_ _____ _ Please sign each original of the attached d<!CUment, where indi~ed and circulate in the below route order as applicable (Please note the procurement limitations below). When the document is fully executed. the City Clerk will provide a signed copy to the submitting department and to the Financial Services Department (when applicable), and will mail a signed original to the contractor/consultant. Step 1 Ill Purchasing-For Procurement Contracts/ Agreements (if applicable) c:J $3,000 or less-(Departmelll Head's Authority-No Purchase Order Required-STOP -ji1rther routing not necessary) CZJ $3,001 -$10,000-(Department Head's Authority) c:J $10,001 -$45,000-(City .'ffanager's Authority) c:J $45,001 or over-(City Council Approval Required*) *Date of Council Approval: or Resolution. No.: ____ _ c:J Public Contracts $45,000 or less-(City lvfanager's Authority Required) c:J Public Contracts over $45,000-(City Council's Authority Required*) *Date of Council Approval: _____ or Resolution. No.: Step 2 Ill Department Head Approved Not Approved CJ Not Applicable Director's Initials/Date Step 3 Ill City Attorney 0 Approved D Not Approved 0 Not Applicable City Attorney's Initials/Date _____ _ Step 6 • Insurance Requirements (i..,. CRJ Commercial/General Liability CRJ Auto Liability c:JProfessional/Errors and Omissions D Public Works Contracts-Labor/Mate Step 7 Ill City Clerk (For Final Routing_ ~pproval Process Completed-Copy of ~JO the originating department as appropri [J2J Denied-Returned to submitting departm ' ·~ . -"· .,, • ~ <:_) ' l . -Y\C.\ City Clerk's Initial's/Date: --=~------- Step 4 . • Finance 0 Funding Available D No Funding Available 0 Budget Amendment Required Notes: _________ _ Finance Initials/Date _____ _ Step 5 0 City Manager 0Approved 0Denied Citv M~·-late: ____ _ <Jched document. tred Endorsement ensation FS Department or 'Jerk's Office: 1. Contractor/Consultant Name: Habitat Restoration Sciences, Inc. 2. Business License*: 0 Yes 0 No License Numt:>er: . . Date of Expiration.___ __ *lfworkis per:/tlfmetl rq t./te'City, a. Business Lkenss is teq~; 3. Coatract J\m(;}l:ttlt: s_a_r~S..,. .. -·. ,...,.,.,_ ___ _ 4. BudgetA~tNum~ ·---~....,...,...._.;...;._.,__,....,_,_ __ S. Cj~~~-d P~~···.tQ be PfQvlQed {I(AilP~~).; NIA . . . . . ... 6. ·y~ 7. Are two original contracts $Ubmitted? • Yes 0 No If no, explain: 8. Contract Date: -------Expiration Date:------ 9. Insurance Certificate (if applicable) attached: Ill Yes 0 No If no, explain: 10. Purchase (if applicable) Requisition attached: • Yes 0 No If no, explain: 11. Bid Recap (if applicable) attached: 0 Yes M No If no, explain: 12. W-9 Form (if applicable) attached: 111 Yes 0 No If no, explain: 13. New Vendor App:lication Form (if applicable) attached: • Yes 0 No If no, explain: 14. Does this document need to be recorded? 0 Yes • No If Yes, please provide only one original copy. The Financial Services Department will issue a Purchase Order (PO) to the submitting department, once all of the information on this c5WVll~ ~~ PNVS received by fmance through the City Clerk's Office. ~M310 lliO to c Wd e 130 noz 03Ai303ij Page 2 of2 -------------------------------·-···---···-