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16-0616_DUDEK_Letter Agreement32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sanjuancapistrano.org MEMBERS OF THE CITY COUNCIL SAMALLEVATO KERRY K. FERGUSON RAM PATTERSON, ESQ. JOHN M. PERRY DEREK REEVE JUNE 16,2016 DUDEK 31878 CAMINO CAPISTRANO #200 SAN JUAN CAPISTRANO, CA 92675 Dear Mr. Henry: This letter shall be our Agreement ("Letter Agreement") regarding the biological resources assessment described below ("Services") to be provided by Dudek, a Corporation ("Consultant") as an independent contractor to the City of San Juan Capistrano (the "City") for the City's Eastern Irrigation Water System ("Project"). Consultant is retained as independent contractor and is not an employee of the City. City and Consultant are sometimes referred to herein as "Party" or "Parties." The Services to be provided include the following: The Services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit "A" and are incorporated herein by reference.] Services on the Project shall begin immediately and shall be completed by September 1, 2016, unless extended by the City in writing. Consultant shall perform all Services under this Letter Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Letter Agreement. Consultant has represented to the City that certain key personnel will perform and coordinate the Services under this Letter Agreement. Should one or more of such personnel become unavailable. Consultant may substitute other personnel of equal competence upon written approval of the City. In the event that the City and Consultant cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agi'eement are as follows: Ryan Henry. Compensation shall be based on the actual amount of time spent in adequately performing the 61147.02100\24471575.1 1 Letter Agreement for Biological Resources Assessment San Juan Capistrano: Preserving the Past to Enhance the Future Printed on 100% recycled paper Dudek June 16, 2016 Page 2 of5 Services, and shall be billed at the hourly rate(s) of $ Compensation shall be based on the actual amount of time spend in adequately performing the Services and shall be billed at the hourly rate(s) described in the Consultant's rate sheet, attached hereto as Exhibit "B" and incorporated herein by reference. The total compensation shall not exceed $5,160 without written approval of the CITY MANAGER. Consultant's invoices shall include a detailed description of the Services performed. Invoices shall be submitted to the City on a monthly basis as performance of the Services progresses. The City shall review and pay the approved charges on such invoices in a timely manner. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more. Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Letter Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents fi-ee and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Consultant shall provide proof of commercial general liability, business auto liability, and professional liability/errors and omissions insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. The City, its elected officials, officers, employees, agents and authorized volunteers shall be named as Additional Insureds on Consultant's policies of commercial general liability and automobile liability insurance. If Consultant is an employer or otherwise hires one or more employees during the term of this Project, Consultant shall also provide proof of workers compensation coverage for such employees, which meets all requirements of State law, with endorsements and conditions required by the City. The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion. 61147.02100\24471675.1 2 Dudek June 16,2016 Pages of5 Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Letter Agreement only upon 30 calendar days' written notice to the City only in the event of City's failure to perform in accordance with the terms of this Letter Agreement through no fault of Consultant. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any maimer arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Consultant, its officials, officers, employees, subconsultants, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Letter Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall survive expiration or termination of this Letter Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents, or volunteers. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements; all emissions limits and permitting requirements imposed by the California Air Resources Board (CARB) or other governmental agencies; and all water quality laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the City. By executing this Letter Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Consultant shall maintain records of its compliance, including its verification of each employee, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant's compliance with the requirements. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Letter Agreement to make the same verifications and comply with all requirements and restrictions provided herein. Consultant's failure to comply or any material misrepresentations or omissions relating thereto shall be grounds for terminating this Letter Agreement for cause. By its signature hereunder. Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that 61147.02100\24471675.1 3 Dudek June 16, 2016 Page 4 of 5 Code, and agrees to comply with such provisions before commencing the performance of the Services. Finally, Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Consultant shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency. This Letter Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in Orange County, State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or pa3nnent for extra work, disputed work, claims and/or changed conditions. Consultant must comply with the claim procedures set forth in Goverament Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. Consultant shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties. This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Letter Agreement. Consultant warrants that the individual who has signed this Letter Agreement has the legal power, right and authority to make this Letter Agreement and bind the Consultant hereto. If you agree with the terms of this Letter Agreement, please indicate by signing and dating where indicated below. This Agreement may be signed in counterparts, each of which shall constitute an original. 61147.02100\24471675.1 4 Dudek June 16,2016 Pages of 5 Dudek Signature Printed Name Title Date 6H47.OZ100\24471675.1 5 Dudek June 16,2016 Page 5 of5 CITY OF SAN JUAN CAPISTRANO Approved By: Benjamin Siegel City Manager Date Attested By. Maria Morris, City Clerk Approved As To Form: Dudek Sign^ure June Collins Printed Name Execulive Vice PiesIUent Dudek Title G -5Z-0 Date City Attorney 61147.02100\24471675.1 5 DUDEK 31878 CAMINO CAPISTRANO A200 SAN JUAN CAPISTRANO. CALIPORNIA 92675 T 949.450.2525 F 949.450.2626 June 15,2016 Mr. Michael Marquis 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Subject: Proposal for Environmental Consulting Services Pertaining to the Calle Arroyo-La Novia Irrigation Water System Project, City of San Juan Capistrano, California Dear Michael: Dudek is pleased to provide this proposal for environmental seivices to support the proposed inigation system project located at the intersection of Calle Arroyo and La Novia within the City of San Juan Capistrano, Orange County, California (the proposed project). We understand that the proposed project involves installation of a new mixing building, inigation water lines, and connections with the existing recycled water system. Dudek appreciates the oppoitunity to assist the City of San Juan Capistrano (the City) with evaluating the project site's enviromnental resources. Per your request, we have prepared a scope of work and budget for a biological resources assessment. The proposed scope of work will be performed by a qualified biologist who has extensive experience conducting the requested analysis both within the City and throughout Orange County. SCOPE OF WORK Task 1: Biological Resources Assessment Dudek will conduct a general biological resources suiwey of the project site, plus a 300-foot sui"vey buffer (study area). Vegetation communities will be classified and mapped in the field directly onto l:l,200-scale (1"= 100') aerial photographic base and later digitized into a Geographical Information System (GIS) fonnat using ArcGIS software. During the field suiwey, a general inventory of all plant and animal species detected by sight, calls, tracks, scat, or other sign will be compiled, as well as a determination of potential sensitive species that could occur within the study area. Please note that focused plant and wildlife surveys are not proposed under this task. In the event state- or federally-listed species are detected within the study area during the general biological survey and/or the resource agencies detennine them necessary, Dudek will provide additional scopes of work for City consideration. Exhibit A Mr. Michael Marquis Subject: Revised Proposal for Environmental Consulting Services Pertaining to the the Calle Arroyo-La Novia Irrigation Water System Project The results of the field reconnaissance will be summarized in a brief Biological Resources Letter Report. Vegetation communities and special-status biological resources will be described. An assessment of existing conditions, an impacts summary, and an assessment of the significance of the impacts in accordance with the California Environmental Quality Act will be included in the Biological Resources Letter Report. Graphics will be prepared to illustrate the location of the site, the existing biological conditions and the proposed project impacts. Potential mitigation requirements for impacts to special-status biological resources will be discussed in the context of applicable state, federal and local guidelines. A draft of the Biological Resources Letter Report will be provided to the City prior to preparation of the final document. This includes one round of revisions based on comments provided by the City. Estimated Cost for Task 1 $5,160.00 DELIVERABLES Dudek will provide the City with the following deliverable products resulting from the activities outlined in the above tasks: 1. Two (2) draft copies of the Biological Resources Letter Report for review by the City 2. Two (2) final copies of the Biological Resources Letter Report The City will be responsible for providing: 1. Digital project boundaries (AutoCad dxf format) include coordinate system information of all project components and/or parcels to be included in the assessment 2. Digital topographic maps (AutoCad dxf format) of all parcels to be included in the study 3. Letters of Authorization/Passage authorizing Dudek staff to occupy all parcels comprising the subject property for purposes of this scope of services SCHEDULE Dudek is prepared to begin work immediately upon receipt of the notice to proceed and we have the staff immediately available to commit to this project. For illustration purposes, we have assumed a project kickoff date of June 20, 2016. Dudek commits to meeting the schedule outlined in Table 1, provided that project information and product review turnaround times meet the schedule milestones. DUDEK 2 June 2016 Mr. Michael Marquis Subject: Revised Proposal for Environmental Consulting Sendees Pertaining to the the Calle Arroyo-La Novia Irrigation Water System Project Table 1 Preliminary Schedule Task No. Task Description Date* Task1 Biological Resources Assessment July 1,2016 * Represents end date. The contract between the City and Dudek will be time and materials and will not exceed the estimated budget unless prior consent is obtained. Billing will be prepared in accordance with our current Standard Schedule of Charges. Attached is a copy of our 2016 Standard Schedule of Charges. If this proposal is acceptable to you, Dudek can provide you with a contract for your signature. Thank you for the opportunity to provide technical support on this project. If you have any questions regarding this proposal, please feel free to contact me at 949.373.8321, or rhenry@dudek.com. Sincerely, RyanlHemy Project Manager/Biologist att.: 2016 Schedule of Charges DUDEK 3 June 2016 ATTACHMENT 2016 Schedule of Charges DUDEK 2016 STANDARD SCHEDULE OF CHARGES ENGINEERING SERVICES Project Director $265.00/hr Principal Engineer Hi $235.00/hr Principai Engineer II $225.00/hr Principal Engineer I $215.00/hr Program Manager $205.00/hr Senior Project Manager $205.00/hr Project Manager $195.00/hr Senior Engineer III $195.00/hr Senior Engineer il $185.00/hr Senior Engineer I $175.00/hr Project Engineer IV/Technician iV $165.00/hr Project Engineer Ill/Technician HI $150.00/hr Project Engineer ll/Technician ii $135.00/hr Project Engineer l/Tectinician i $120.00/hr Project Coordinator $95.00/tir Engineering Assistant $85.00/hr ENVIRONMENTAL SERVICES Principal $240.00/hr Senior Project Manager/Specialist il $225.00/hr Senior Project Manager/Specialist i $215.00/hr Environmental Specialist/Planner Vi $195.00/hr Environmental Specialist/Planner V $ 175.00/hr Environmental Speciaiist/Pianner iV $165.00/hr Environmental Speciaiist/Pianner ill $155.00/hr Environmental Speciaiist/Pianner Ii $135.00/hr Environmental Speciaiist/Pianner i $125.00/hr Analyst ill $115.00/tir Analyst il $105.00/hr Analyst I $95.00/hr Planning Assistant li $85.00/tir Planning Assistant I $75.00/hr COASTAL PLANNING/POLICY SERVICES Senior Project Manager/Coastal Planner ii $220.00/tir Senior Project Manager/Coastal Planner i $210.00/hr Environmental Specialist/Coastal Planner Vi $200.00/tir Environmental Speciaiist/Coastal Planner V $180.00/hr Environmental Speciaiist/Coastal Planner IV $170.00/hr Environmental Speciaiist/Coastal Planner HI $160.00/hr Environmental Speciaiist/Coastal Planner ii $150.00/hr Environmental Specialist/Coastal Planner i $140.00/hr ARCHAEOLOGICAL SERVICES Senior Project Manager/Archaeologist II $215.00/tir Senior Project Manager/Archaeologist I $205.00/hr Environmental Speciaiist/Archaeologist VI $185.00/hr Environmental Speciaiist/Archaeologist V $165.00/hr Environmental Specialist/Archaeologist IV $155.00/hr Environmental Speciaiist/Archaeologist Hi $145.00/hr Environmental Speciaiist/Archaeologist II $135.00/hr Environmental Specialist/Archaeologist I $125.00/hr Environmental Specialist/Paleontologist III $165.00/hr Environmental Specialist/Paleontologist II $145.00/hr Environmental Specialist/Paleontologist I $125.00/hr Paleontological Technician ill $85.00/hr Paieontoiogical Technician ii $75.00/hr Paieontologicai Technician i $55.00/hr Archaeologist Technician li $75.00/hr Archaeologist Technician I $55.00/hr CONSTRUCTION MANAGEMENT SERVICES Principal/Manager $195.00/hr Senior Construction Manager $180.00/hr Senior Project Manager $160.00/hr Construction Manager $150.00/hr Project Manager $140.00/hr Resident Engineer $140.00/hr Construction Engineer $135.00/hr On-site Owner's Representative $130.00/hr Construction Inspector ill $125.00/hr Construction inspector II $115.00/hr Construction Inspector i $105.00/hr Prevailing Wage Inspector $135.00/hr COMPLIANCE SERVICES Compliance Director $205.00/hr Compliance Manager S145.00/hr Compiiance Project Coordinator $105.00/hr Gompiiance Monitor $95.00/hr HYDROGEOLOGICAL SERVICES Principal $260.00/hr Principal Hydrogeologist/Engineer $240.00/hr Sr. Hydrogeologist IV/Engineer IV $225.00/hr Sr. Hydrogeologist ill/Engineer ill $210.00/hr Sr. Hydrogeologist ii/Engineer ii $195.00/hr Sr. Hydrogeologist i/Engineer I $180.00/hr Hydrogeologist Vl/Engineer Vi $160.00/hr Hydrogeologist V/Engineer V $150.00/hr Hydrogeologist IV/Engineer IV $140.00/hr Hydrogeologist Ill/Engineer ill $130.00/hr Hydrogeologist Ii/Engineer ii $120.00/hr Hydrogeologist i/Engineer i $110.00/hr Technician $100.00/hr DISTRICT MANAGEMENT & OPERATIONS District General Manager $185.00/hr District Engineer $175.00/hr Operations Manager $150.00/hr District Secretary/Accountant $100.00/hr Coiiections System Manager $100.00/hr Grade V Operator $100.00/hr Grade iV Operator $90.00/hr Grade III Operator $85.00/hr Grade ii Operator $63.00/hr Grade i Operator $55.00/hr Operator in Training $40.00/hr Coiiection Maintenance Worker ii $60.00/hr Collection Maintenance Worker i $45.00/hr OFFICE SERVICES Technical/Drafting/CADD Services 3D Graphic Artist $155.00/hr Senior Designer $145.00/hr Designer $135.00/hr Assistant Designer $130.00/hr GIS Programmer i $180.00/hr GiS Specialist IV $155.00/hr GiS Specialist ill $145.00/hr GIS Specialist 11 $135.00/hr GIS Specialist I $125.00/hr CADD Operator ill $125.00/hr CADD Operator ii $120.00/hr CADD Operator I $105.00/hr CADD Drafter $95.00/hr CADD Technician $85.00/hr SUPPORT SERVICES Technical Editor Hi $145.00/hr Technical Editor ii $130.00/hr Technical Editor i $115.00/hr Publications Specialist III $105.00/hr Publications Specialist II $95.00/hr Publications Specialist I $85.00/hr Clerical Administration II $85.00/hr Clerical Administration I $80.00/hr Forensic Engineering - Court appearances, depositions, and interrogatories as expert witness will be billed at 2,00 times normal rates. Emergency and Holidays - tulinimum ctiarge of two tiours will be billed at 1.75 times ttie normal rate. Material and Outside Services - Subcontractors, rental of special equipment, special reproductions and blueprinting, outside data processing and computer services, etc, are cttarged at 1,15 times ttie direct cost. Travel Expenses - Mileage at current IRS allowable rates. Per diem wtiere overnight stay is involved is cfiarged at cost Invoices.Late Charges - All fees will be billed to Client monttily and shall be due and payable upon receipt. Invoices are delinquent if not paid within 30 days from the date of the invoice. Client agrees to pay a monthly late charge equal to 1 % per month of the outstanding balance until paid in full. Annual Increases - Unless identified otheiwise, these standard rates will increase 3% annually. DUDEK Effective January 1, 2016