17-0606_PROPERTY SPECIALISTS, INC_Profesional Services Agr Amd 1AMENDMENT NO. 1
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN JUAN CAPISTRANO
Property Specialists, Inc.
1. Parties and Date.
This Amendment No. 1 to the TWFESSIONAL SERVICES AGREEMENT is made and
entered into as of this L day ofd 7, by and between the City of San Juan Capistrano, a
municipal organization organized under the laws of the State of California with its principal place of
business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City") and Property
Specialists, Inc. (CPSI) a CORPORATION, with its principal place of business at 26070 Towne
Center Drive, Foothill Ranch, CA 92610 (Consultant), City and Consultant are sometimes
individually referred to as "Party" and collectively as "Parties."
2. Recitals.
2.1 Consultant. The City and Consultant have entered into an agreement entitled
Professional Agreement Services for "Right -of -Way support services for Del Obispo Street
Widening Project CIP 16102" dated June 15, 2016 ("Agreement") for the purpose of retaining the
services of Consultant to provide Right -of -Way support services for Del Obispo Street Widening
Project CIP 16102,
2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to
revise the scope of services, and increase the not -to -exceed compensation amount by $31,900.
2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3 of
the Agreement.
3. Terms.
3.1 Amendment. Section 2b of the Agreement is hereby amended in its entirety to read
as follows:
2b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of S 75,79Eti. This amount is to cover all printing and related
costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be
made within 30 days of receipt of an invoice which includes a detailed description of the work
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performed. Payments to Consultant for work performed will be made on a monthly billing basis.
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1 all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever
the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this
Amendment No. 1.
3.3 Adequate Consideration, The Parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 1.
3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
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SIGNATURE PAGE FOR AMENDMENT NO. 1 TO PROFESSIONAL SERVICES
AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND PROPERTY SPECIALISTS, INC.
CITY OF SAN JUAN CAPASTRANO
Approved By.
city
- Z.
Date
Attes ed By:
ria Morris,)CiJerk
Approved As To Form:
ity Attorney
6 i 14-1 OR 1 001244644' I i
Property Specialists, Inc.
l�
Signature
I �I
Name
R-: 5" drp. T
Title
15--22-(-7
Date
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MEMORANDUM
To: Paul Meshkin, Sr. Civil Engineer
From: Brett Paulson, Project Manager
Subject: Del Obispo Widening Project
Date: May 15, 2017
CPSI successfully completed the original scope of work by negotiating all land rights required for
the City's project; however, we were required to spend more manpower hours than anticipated.
The initial CPSI scope of work was to prepare valuations, offer packages and negotiate one
permanent easement, and six temporary construction easements based on a preliminary design
concept. After we were authorized to proceed, we immediately began the property valuation
analysis and prepared the draft reports. We were then advised that the project had not received
CEQA approval and all activities were on hold until further notice.
In March 2017, CPSI was provided with updated design plans that identified the need for three
permanent easements and six temporary construction easements. We updated the valuations
and prepared offer packages and supporting documents for the necessary rights, but were still
not able to meet with the property owners until after the City approved the CEQA document on
March 21, 2017. Immediately after, CPSI was advised that the property rights must be secured
within a couple of weeks to allow the City to bid the project for construction and secure the
funding. We aggressively met with owners and presented offer packages and negotiated terms
outside normal acquisition programs to meet the requests of the property owners and deliver
signed agreements to the City. During this process, CPSI was asked to prepare and obtain Right
of Entry forms for geotech services.
Even though the project was delayed and we were required to update the valuations, the scope
changed to include additional land rights and right of entries and the negotiations were
condensed with quite exceptional terms requested by owners. CPSI has completed the original
scope of work within the original fee of $39,990; however, we are currently out of budget to
provide the additional services required to execute the terms of the agreements, coordinate
property issues during construction and assist the City with the proposed abandonment process
and title clearance coordination. Therefore, CPSI is requesting a budget increase for the following
additional tasks:
Task 1 - Escrow Services: Provide the City with internal escrow services to assist with document
recording and process payments, or confirm completion of other terms of the agreements.
Task 2 - Property Owner Liaison: Provide coordination and effectuate proper communication with
property owners, the City, and the contractor before, during and after construction activities to
assist with access, owner concerns, and prevent additional claims from unmet expectations.
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Task 3 - Right of Way (ROW) Abandonment Process: Assist the City with research and preparation
for the proposed abandonment of the unnecessary ROW, upon project completion. The
agreements with several property owners require this activity to be performed at the completion
of the project. Activities will include developing an action plan, schedule, coordination of
meetings with stakeholders, (e.g., utility companies, City staff, etc.), requesting and reviewing
survey data and legal descriptions, coordination with title companies as required, and
recordation of documents.
Task 4 - Title Clearance Coordination: Per the terms of an agreement with one property owner,
the City is responsible to clear certain title exceptions from the title report. CPSI will work with City
staff to provide sufficient supporting documentation, record necessary documents, and
coordinate with the title company to assume risk of removing these title issues through a title policy
paid by the City on behalf of the property owner.
Task 5 - Project Close Out: Update all final reports, files, etc. and provide to the City to maintain,
as required by City standards.
Original Purchase Order Amount Del Obispo Widening Project: $39,990
Estimated additional hours for additional tasks referenced herein:
Task 1: Escrow Services
20
$110
$2,200
Task 2: Property Owner Liaison
40
$150
$6,000
Task 3: ROW Abandonment Process
80
$150
$12,000
Task 4: Title Clearance Coordination
60
$150
$9,000
Task 5: Project Close -Out
20
$110
$2,200
Other Direct Costs (mileage, postage)
$500.00
Assumptions: Project design plans, construction drawings, surveys and legal descriptions are to be
provided by others. The City will cooperate with providing supporting documentation as available
to assist in the clearing of title issues. Title insurance policy is to be paid by City. Project construction
is due to commence approximately September 2017 and be completed by May 2018 (nine
months). Weekly contact with project stakeholders will be required throughout term
of construction.
If the City finds the additional work provided acceptable, please sign below as authorization to
invoice for the expended costs.
Approved by
Date
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CITY OF SAN JUAN CAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of 20 t �& by and
between the City of San Juan Capistrano, a municipal corporation organized and operating
under the laws of the State of California with its principal place of business at 32400 Paseo
Adelanto, San Juan Capistrano, CA 92675 ("City"), and Property Specialists, Inc. California
Corporation, dba California Property Specialists, with its principal place of business at 26070
Towne Centre Drive, Foothill Ranch, CA 92610(hereinafter referred to as "Consultant"). City
and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in
this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
Del Obispo Street Widening Project (Calle Aspero to Paseo De La
Paz) (hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit "A."
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit "B."
b. In no event shall the total amount paid for services rendered by
Consultant under this Agreement exceed the sum of Forty Three Thousand Eight Hundred
Ninety dollars ($43,890), which includes 10% contingency and use of contingency will require
prior City's approval. This amount is to cover all printing and related costs, and the City will not
pay any additional fees for printing expenses. Periodic payments shall be made within 30 days
of receipt of an invoice which includes a detailed description of the work performed. Payments
to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal
consultations with the other party indicate that a change is warranted, it shall be processed in
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the following manner: a letter outlining the changes shall be forwarded to the City by Consultant
with a statement of estimated changes in fee or time schedule. An amendment to this
Agreement shall be prepared by the City and executed by both Parties before performance of
such services, or the City will not be required to pay for the changes in the scope of work. Such
amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during
the contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
Time of Performance.
Consultant shall perform its services in a prompt and timely manner and shall
commence performance upon receipt of written notice from the City to proceed ("Notice to
Proceed"). Consultant shall complete the services required hereunder within 270 Calendar
days. The Notice to Proceed shall set forth the date of commencement of work.
6. DelaVs in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not
limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and
other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances;
sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement,
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
C. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations
performed under this Agreement,
8. Standard of Care
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Consultant's services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsuitant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Inde endent Consultant
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required under this section. In
addition, Consultant shall not allow any subcontractor to commence work on any subcontract
until it has secured all insurance required under this section.
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the
performance of all work under this Agreement, in amounts not less than specified herein,
Commercial General Liability Insurance, in a form and with insurance companies acceptable to
the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
for the following:
61 147 02100\28197113 1
(iii) Commercial General Liability Insurance must include coverage
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Contract
(8) Broad Form Property Damage
(9) Independent Consultants Coverage
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(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one
insured against another; (3) products/completed operations liability; or (4) contain any other
exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees,
agents and City designated volunteers additional insured status using ISO endorsement forms
CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non -owned and hired vehicles, in a form and
with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
C. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of
Section 3700 of the California Labor Code which requires every employer to be insured against
liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and he/she will comply with such provisions before commencing work
under this Agreement.
(ii) To the extent Consultant has employees at any time during the
term of this Agreement, at all times during the performance of the work under this Agreement,
the Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer's Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the
period required by this Agreement, workers' compensation coverage of the same type and limits
as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant
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shall maintain professional liability or Errors and Omissions insurance appropriate to its
profession, in a form and with insurance companies acceptable to the City and in an amount
indicated herein. This insurance shall be endorsed to include contractual liability applicable to
this Agreement and shall be written on a policy form coverage specifically designed to protect
against acts, errors or omissions of the Consultant. "Covered Professional Services" as
designated in the policy must specifically include work performed under this Agreement. The
policy must "pay on behalf of the insured and must include a provision establishing the insurer's
duty to defend.
e. Minimum Policy Limits -Required
(i) The following insurance limits are required for the Agreement:
CombinedSingleLimit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City
evidence of insurance from an insurer or insurers certifying to the coverage of all insurance
required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurers
equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-
S or equivalent), together with required endorsements. All evidence of insurance shall be
signed by a properly authorized officer, agent, or qualified representative of the insurer and
shall certify the names of the insured, any additional insureds, where appropriate, the type and
amount of the insurance, the location and operations to which the insurance applies, and the
expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the
Consultant shall provide at least ten (10) days prior written notice of cancellation of any such
policy due to non-payment of premium. If any of the required coverage is cancelled or expires
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during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including
the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to
the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant's policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds
shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than
the effective date of this Agreement. Consultant shall maintain such coverage continuously for
a period of at least three years after the completion of the work under this Agreement.
Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is
advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed;
or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent
to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the
City and shall not preclude the City from taking such other actions available to the City under
other provisions of the Agreement or law.
Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance
Code or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is
not intended to and shall not in any manner limit or qualify the liabilities and obligations
otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to,
the provisions concerning indemnification.
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(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have
provided evidence satisfactory to the City that they have secured all insurance required under
this section. Policies of commercial general liability insurance provided by such subcontractors
or subconsultants shall be endorsed to name the City as an additional insured using ISO form
CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by
Consultant, City may approve different scopes or minimum limits of insurance for particular
subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with
counsel reasonably approved by the City), indemnify and hold the City, its officials, officers,
employees, agents and volunteers free and harmless from any and all claims, demands, causes
of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees,
settlements, loss, damage or injury of any kind, in law or equity, to property or persons,
including wrongful death, (collectively, "Claims) in any manner arising out of, pertaining to, or
incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials,
officers, employees, subcontractors, consultants or agents in connection with the performance
of the Consultant's services, the Project or this 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 not be restricted to insurance proceeds, if any, received by the City, its officials,
officers, employees, agents or volunteers .
b. Additional Indemnity Obligations. Consultant shall defend, with counsel
of City's choosing and at Consultant's own cost, expense and risk, any and all Claims covered
by this section that may be brought or instituted against the City, its officials, officers,
employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or
decree that may be rendered against the City, its officials, officers, employees, agents or
volunteers as part of any such claim, suit, action or other proceeding. Consultant shall also
reimburse City for the cost of any settlement paid by the City, its officials, officers, employees,
agents or volunteers as part of any such claim, suit, action or other proceeding. Such
reimbursement shall include payment for the City's attorney's fees and costs, including expert
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witness fees. Consultant shall reimburse the City, its officials, officers, employees, agents and
volunteers, for any and all legal expenses and costs incurred by each of them in connection
therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers,
employees, agents and volunteers.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code
Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and
the performance of other requirements on certain "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 if the total compensation is $1,000 or
more, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable.
Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees
and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out
of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory
upon the Consultant and all subconsultants to comply with all California Labor Code provisions,
which include but are not limited to prevailing wages, employment of apprentices, hours of labor
and debarment of contractors and subcontractors.
b. 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.
14. Verification of Employment Eligibility.
By executing this 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, and shall require all subconsultants and sub-
subconsultants to comply with the same.
16. Laws and Venue.
This 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 Agreement, the action
shall be brought in a state or federal court situated in the County of Orange, State of California.
17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Consultant. In such
event, City shall be immediately given title and possession to all original field notes, drawings
and specifications, written reports and other documents produced or developed for that portion
of the work completed and/or being abandoned. City shall pay Consultant the reasonable value
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of services rendered for any portion of the work completed prior to termination. If said
termination occurs prior to completion of any task for the Project for which a payment request
has not been received, the charge for services performed during such task shall be the
reasonable value of such services, based on an amount mutually agreed to by City and
Consultant of the portion of such task completed but not paid prior to said termination. City shall
not be liable for any costs other than the charges or portions thereof which are specified herein,
Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to
damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days' written notice to City only in the event of
substantial failure by City to perform in accordance with the terms of this Agreement through no
fault of Consultant.
18 Documents. Except as otherwise provided in "Termination or Abandonment,"
above, all original field notes, written reports, Drawings and Specifications and other
documents, produced or developed for the Project shall, upon payment in full for the services
described in this Agreement, be furnished to and become the property of the City.
19_ Organization
Consultant shall assign Kent Jorgensen as Project Manager. The Project Manager shall
not be removed from the Project or reassigned without the prior written consent of the City.
above.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be
given or delivered by depositing the same in any United States Post Office, certified mail, return
receipt requested, postage prepaid, addressed to:
CITY:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: George Alvarez, City Engineer
and shall be effective upon receipt thereof.
22. Third Party Rights
CONSULTANT:
California Property Specialists, Inc.
26070 Towne Centre Drive
Foothill Ranch, CA 92610
Attn: Marcie Jorgensen
Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than the City and the Consultant.
23. Equal OpportunfLy OpportunityErn to meat.
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Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
or termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not
incorporated herein, and that any other agreements shall be void. This Agreement may not be
modified or altered except in writing signed by both Parties hereto. This is an integrated
Agreement.
25, Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted
assignment without such consent shall be invalid and void.
27. Non -Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection
with this Project or other projects,
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company
or person, other than a bona fide employee working solely for Consultant, to solicit or secure
this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any
company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
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from the award or making of this Agreement. For breach or violation of this warranty, City shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
director, official, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND CALIFORNIA PROPERTY SPECIALISTS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN JUAN CAPISTRANO PROPERTY SPECIALISTS, INC.
dba California Property Specialists
By:
eni I Marcella Jorge en
'City Manage �1, President and CEO
ATTEST:
By:
(:jitlerk
APPROVED AS TO FORM:
Jeffrey S. Ballins-kr
City Attorney
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EXHIBIT A
Scope of Services
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WORK PLAN AND SCHEDULE
EXHIBIT A
PROJECT UNDERSTANDING
CPSI understands that the City requires right of way acquisition services for the Del Obispo Street Widening Project,
which will widen Del Obispo Street on its west side between CaReAspero and Paseo De La Paz. A,s a result, an additian,�t
lane, bike lane and sidewalk will be added This project,mill affect approximately 750 feet of Det Obispo Street.
We will provide appraisal and acquisition services for additional right of way and ten porary construction easements
(T CEs) for the foilowing six parcels
APN 673-111-21 APN 673-111-17 APN 673-111-16
OWNER: TAYLOR FAMILY TRUST
PERMANENT TAKE! 737 SF
TCF; 879 SF
APN 673-111-28
OWNER: DRCP HOLDINGS LLC
TCE; 2,895 SF
IWA - ..
OWNER: FALKLAM HARRY
GHG REVOC TR
TCE: 79 SF
APN 673-o6i-so
OWNER: 32351 DEL OBISPO LLC
TCE; 1,935 SF
OWNER; FALKLAM HARRY
GHG REVOC TR
TGE; 3,274 SF
APN 121-181-13
4'r -
OWNER: UNKNOWN
TCE: 1,415 SF
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PROJECT DELIVERABLE. PLAN
CPSI will take the lead, coordinate, manage and be responsible for comprehensive full-service right of way acquisition
services from concept to completion,
CPSI's approach to the City's project is to be more than just your consultant, At the start of our working relationship. we will
consider ourselves to be a part of your team, equally invested in your goals and objectives and working collaboratively
with your staff on a daily basis. An outline of our approach for the Del Obispo Street Widening Project is provided below-
* Meet with the City and your designated design consultant to ensure design, appraisal and right of way impacts are
coordinated and on schedule, as well as listen to the City's concerns and address any issues that may arise.
a Schedule regular meetings with the entire CPSI right of way team to ensure that project deliverables stay on
schedule and within budget.
,31 Manage and maintain our quality control program to ensure compliance with both City and CPSI requirements.
n Prepare and deliver written progress status reports for cases.
* Update each parcel file checklist (our Oversight Broker Kent Jorgensen will conduct weekly reviews of the project
reporting to ensure compliance with City and regulatory requirements).
lb Meet with the City on a regular basis to report progress of expected deliverables, including the identification of
critical project action items.
o Monitor and update project schedules utilizing Microsoft Project software.
Participate in project and public meetings, as required.
Implement strategic steps to meet goals and timelines.
Prepare and implement an effective project management plan,
Conduct research and analyses to support the goals and objectives of the project.
& Finalize work product, provide services and prepare and deliver presentations to City staff and stakeholders,
as appropriate,
CPSI willcoordinate the preparation of appraisal reports that will be used for the proposed acquisition of property rights
for the six parcels required to support the City for the Del Obispo Street Widening Project. The appraisal report will be
used to establish the fair market value and become the basis for the determination of Just Compensation set by the
City. The appraiser will complete a Summary Appraisal Report in accordance with the Uniform Standard of Professional
Appraisal Practice and Catifornia Code of Civil Procedure.
CPSI only works with licensed and highly qualified appraisal firms to provide the services identified herein. With
unparalleled expertise, our project managers and acquisition agents can review and comprehend the most technical
appraisal assignments, which translate into a more comprehensive offer presentation.
Wewillperform the required acquisition services in accordancewith the Uniform Relocation and Real Property Acquisition
Act (49 CFR Part 2-4), as amended; the California Relocation Assistance and Real Property Acquisition Guidelines (Title
25, California Code of Regulations); the Caltrans Right of Way Manual; and the City's own policies and procedures. Our
general approach follows;
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* Meet with the City to review the project scope. schedule and deliverables and then prepare a right of way acquisition
plan to ensure final delivery of all services.
* Update the City regarding the acquisition status and communicate regularly with the City verbally and/or via email.
m Review preliminary title reports, condition of title, including areas of concern, and primary appraisals to prepare for
negotiations.
Review appraisal reports in sufficient detail to prepare for negotiations with property owners and other parties to acquire
the appropriate interests in the real property to support the project. Offer packages will be prepared in accordance with
the California Code of Civil Procedure, Documents that may be included are: offer letter, appraisal summary statement,
purchase and sale agreement, escrow instructions, conveying instrument, certificate of acceptance and Title VI
information. When it is appropriate or desirable, a permit to enter or right of entry will be negotiated for phase one and
two of environmental testing.
In preparing offer packages, and when applicable, we will coordinate with the appraiser and furniture. fixtures and
equipment appraiser to ensure that ownership of furniture, fixtures and equipment is determined before assigning
values and that the appraisal includes values for furniture, fixtures and equipment. In our experience, tal<ing these
extra steps often eliminates ownership and financial issues later in negotiations.
Prepare and maintain a complete file for the parcel. The file will include a parcel diary of all pertinent information and
contacts made relative to the negotiations,
Acquire permits to enter or rights of entry as interim steps in the acquisition process, as necessary, to preserve the
integrity of the project schedule.
rb Personally meet and negotiate with the property owner, his or her agent or representative, commercial tenants or
lessees in good faith and at appointed times convenient for them, The City will be notified if facts are discovered that
were not considered in the offer of Just Compensation.
Promptly transmit all executed documents (acquisition agreements, executed deeds, rental statements and
statements of information, etc.) to the City for acceptance and processing. A report/transmittal summarizing the
pertinent data relative to the transaction will be included.
Recommend condemnation action, and provide support, when negotiations have reached an impasse. The required
justification will be submitted in writing to the City.
o Coordinate the opening of escrow, assist the escrow company in obtaining additional documentation, as necessary,
and review the closing document for completeness and accuracy.
r The original acquisition file will be reviewed for completeness, quality control and accuracy and then returned to the
City for proper record retention based on their policies and procedures or funding source requirements.
Acquisition DeLiverabLes
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CPSI FEE PROPOSAL EXHIBIT B
CPSI has provided our not -to -exceed fee proposal and schedule of hourly rates below.
SERVICE_ _._._ FEE PER PARSEi-I?ARCELS FEE
Project Management
(20 hours at $150/hour) $ 3,000
Preliminary Title Reports $ 540 6 $ 3,240
Legal Description and Plat Maps $1,500 6 $ 91000
Appraisal
Summary Appraisal Reports
$2,250
3 $ 6,750
Waiver Valuations
$1,500
3 $ 4,500
Acquisition Services
(TCE Only Parcels)
$2,000
5 $10,000
Acquisition Services
(Part -Take & TCE Only Parcel)
$3,000
1 $ 3,000
Other Direct Charges
E.G. Mileage, Postage, Copies)
$ 500
TOTAL NOT -TO-EXCEED FEE $39,990
SCHEDULE OF HOURLY RATES
CLASSIFICATION HOURLY RATE
Project Manager $150
Senior Acquisition Agent $110
Project Coordinator $ 75
Appraisal Flat_feeJRepur[
TERMS OF PAYMENT
Invoices will be submitted monthly. Rates will be valid for 18 -months from execution of contract.
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