18-0927_CIVILSOURCE, INC._Professional Services Agreement CITY OF SAN JUANCAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL TEMPORARY STAFFING AND CONSULTING ENGINEERINGRISERVICES
This Agreement is made and entered into _as of September' 'd'`I , 2018, 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 CivilSource, Inc., a California
corporation with its principal place of business.at 9890 Irvine.Center Drive (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 andis in need of professional
services for the following:
Professional temporary staffing and professional engineering consulting services.
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 servicesdescribed herein.
AGREEMENT
NOW,THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City With professional temporary engineering staffing.
:Consultant:Will fill, the'role of professional temporary engineering staff by assigning Vanessa
-Paneto,'EIT, or others as may be subsequently identified and determined by mutual consentof
the Parties..
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such, services as
follows:
• For services provided by Vanessa.Paneto, $90 per hour..
• For services provided by others, an hourly rate based on qualifications of
the individual, by mutual consent of the Parties, but not to exceed $135
per hour.
• b. In no event shall the total amount paid for services rendered by
Consultant under this Agreement exceed thesum of$45.000. In no event shall the amount paid
for services rendered.by the Consultant in a given fiscal:year under.this Agreement exceed the
amount budgeted and appropriated. Periodic payments shallbe made,within:30 days of receipt
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of an invoice that includes.a general 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 otherparty indicate that a change is warranted,:it shall be processed in
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, end other evidence pertaining to costs
incurred shall be maintained by Contultant and made available at ail reasonable times during
the contraCt period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. time of'Performance
Consultant shall perform its services in a prompt and timely manner and shall
commence performance retroactive to August 20, 2018. Consultant shall complete the services
required hereunder by December 31, 2019.
6. Delays in:Performance: [NIA]
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.
8. Standard of Care
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'Subconsultant
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. Subcontractt, 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 ai
Consultant may_deem appropriate to assist in the performance of services hereunder.
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10. 'Indeoendent Consuftant
Consultant is retained ae,an independent contractor and is not an eMproYee 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 cke as herein provided:
1,1. Insurance. CoheOltant-shall has-provide evidence satiefactOry to the City that it
has secured all insUrance required under this sectien.
a. .COMMercial General Liability
(I) The:, COnsultarit 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
Overage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Ineurance must include coverage
for the following:.
(1) Bodily Injury and.Property Damage
(2) Personal'Injury/Advertising Injury
(3) Premises/Operations Liability
(4) ProductelCornpleted Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Contractual Liability with respect to this Contract
(7) Broad'Form Property Damage
(7) Independent gerisUltantS Coverage
(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
b. Automobile Liability
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(I): At all times duting: 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 accebtable 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, ernplOyees, agents'
and City designated volunteers additional insured statut.
(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-insuredretention.
c. Workers' CoMbensatiOn/Ernplover'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
es specified in this section.
d Professional Liability (Errors and Omissions)
At all times during the performance of the work under this AgreeMent the Consultant
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 font) coverage specifically designed to protect
against acts, errors or omissions of the Conaultant, "Covered Professional Services" as
designated in the policy must specifically include work performed under this Agreement The
policy must"pay on behalf or the insured and must include a provision establishing the insurer's
duty to defend:
e. Minimum,Policy Limits Required
(1) The following insurance limits are required for the'AgreeMent
Combined.Single Limit
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Col-nth-dr-dal 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
.EmplOyers Liability $1;000,000 Per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
oenisSions)
(ii). Defense costs shall be payablein addition to the limite
!(iH) ROO-erne-Ms of'specifc;Coverage or limits cOntained in this.
section'are:not intended as a limitation on Coverage, limits, or other requirement, ora waiver of
any coverage normally provided by any insyranae. Any available coverage shall.be provided to
the parties required;to be named':as Additional Insured:pursuant to thisAgreement.
EVidence Reduired
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 Ot (or insurers
equivalent):signed by the insurer's representative end Certificate of Insurance (Acord Form 25-
S or equivalent), together with required endorsement's. All evidence of insurance shall be
Signed lby a properly euthoeized 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-insuranceapplies, and the
expiration date of'such insurance.
g. ,Policy Peovisions Reauired
(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 (1,0) days pnor weittemnOtice of cancellation of any such
policy due to non-payment of premium. If any of the required coverage is cancelled or expires
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 cenaellation dr 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 lodlicy 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 pastthe effective date:of this Agreement B) if the policy is cancelled Or not renewed:,
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or C):if the 0110 is replaced by another clairts-Made policY,with aretroactivedate subsequent
to the effedtive date of this Agreement.
:(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsedto 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
subdoritUttantt.
'(v) The lihrlitt set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to:the_limitt of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of suCh coverage, .nor*hall it limit:the l 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.
h. :QUalifyind Insurers
(i)s All .policies required shall be issued by .aCceptak7le insurance
dompaniet, as determined by the City, whichsatitfy the fpllOwing minimum requirements:
(1) :Each such pôlicy Shall be from a company or coMpanies
with a current ANL Best's rating of no less than A VII and admitted to tensedin 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.
i. Additional:Insurance Provisions
(i) The foregoing requirements at 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.
(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:byCity 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 toprovide complete copies of
all insurance policies in effect for the duration of the.Projedt.
(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.
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j. Subconsultant Insurance Requirements: Consultant Shall hot allow any
subcontractors or subconsultants:to commence 'work on any subcontract until they have
provided evidence satiSfaCtOry satisfactoryto the City that they have secured:all insurance=required'under
this section. Policies of commercial general`liability insurance provided by such subcontractors
orsubconsultants shall be endorsedto:name.the`City as an additional insured:using ISO form
CO 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. of City's choosing); indemnify and hold 'the.. City, its 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. off any.kind, in law or equity, .to property or
persons, including.wrongful death, in any manner arising out of,.:pertaining`to, or incident to any
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 damages;
expert witness fees and attorney's: fees and other related ;costs and. expenses. 'Consultant's
:obligation to indemnify..shall riot be restricted to insurance proceeds,. if any, :received by
Consultant; the City, its officials, officers, employees, agents,-or volunteers;
b. If .Consultant's..obligati'on to defend; indemnify, and/or hold harmless
arises out of Consultant's performance of"design professionalnservices (as that term is defined
under Civil Code section ,2782.8), then, and only to the extent required by Civil Code:section
2782.8, whichis fully incorporated herein, Consultant's indemnification .obligation shall be
limited to claims that arise out of, pertain to, or•relate:to.the negligence, recklessness, orwillful
misconduct of the Consultant, and,.upon Consultant obtaining a final adjudication by a court of
competent jurisdiction, Consultant's liability for such:claim, including the cost to defend, shall not
exceed the Consultant's,proportionate percentage of.fault.
13: California LaborCode.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
("Prevailing,:Wage Laws"). 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:.Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless fromany 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
:uponlhe Consultant and.allsubconsultants to comply with all California Labor Codeprovisions,
which ;include but:are not limited to prevailing.wages (Labor Code :Sections 1771, 177. 4 and
1775),:employment of'apprentices (Labor Code.Section 1777.5), certified payrollrecords (Labor
Code.Secti.ons 1771.4 :and 1.776), hours of labor:(Labor Code Sections '1813 and 1815) and
debarment:of contractors and subcontractors (Labor Code Section 1777.1). The requirement to
submit certified payroll,records directly to the Labor Commissioner under Labor Code section
'1771.4 shall notapply to work performed on a public works project that is exempt pursuant to
the;small project exemption specified in Labor Code Section 17.71.4..
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'b. If the services'are being,performed as part Of an applidable "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 far the duration of the
Project_and require the same of:any sUbconsultanti, as applicable, This:Project May also be
subject to darriptiancemonitoring:and enforcement by the Department of industriat.Relations. It
_ . .
shall be Consultant's: sale responsibility to: comply with-.all applicable registration and :labor
compliance requirements: Notwithstanding the :foregoing, the contractor registration
requirements mandated,by .Labor Code Sections 1725:5 and 1771.1 .shall not apply"to *ark
'performed on a public works project that is exempt pursuant to the small 'project exemption
specified in Lab&Code Sections 1725.5 and 1771.1.
c. This Agreement may alio be subject: to compliance manitaringand
enforcement by the: Department of Industrial Relatians. It shall: ibe Consultant's sole
'responsibility to:comply With,all applicable registration and labor compliance requirements AnY,
stop orders issued :by the Department of Industrial Relations against .Consultant or any
subcontractor that affect Consultant's performance Of,services, including any delay, shall 'be
Consultant's sole reaponsibility. Any delay arising Out of orresulting from such stop orders shall
be considered Consultant caused delay and shall not be compensable by the City Consultant
shall defend, indemnify and hold the City, its Offidials, officers,. employees and agents free and
harmless from any alarm or liability arising:out of :stop orders issued by the Department of
Industrial'Relations againstConsUltant&any SubcontractOr.
14: Verifidation:of EmoloVment:Eliaibilitv.
,
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 subconsgltantiand sub-
subconiUltants to comply with the same.
15. 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 itate&federal court situatedin the County Of Drange,;State ofcalifarnia.
1.6 Termination orAbandonment
a. City- has the right'to terrninate or abandon ,any.Partion or all ofthe 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,caMbleted.and/Or being abotiorieci. city 000 pay Consultant the reasonable value
of services rendered for any portion of the work completed prior to tertnination. If said
termination occurs prior to completion of any task for the Project for which a payment'requeit.
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 terMinationCity shall
not be liable'for any costs other tharvihe charges or portions thereof which.are-Specified herein: -
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COnsUltant-shall not be entitled to,payrnentfot-unperforrned services, and shall not,be entitled to.
damages or compensation for termination Of work.
b. Consultant may terminateitsObligation to provide further services under'
this Agreement upon thirty (30) calendar da* written noticeto 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.
17 Documents. Except as otherwise provided in 'lamination or-Abandonment,"
above; all original field ,notes, written reports, .DraWirigs, and Specifications and other
,documents, produced or developed for the Project shall, Upon payment in full forthe services
described in this Agreement, be furnished to arid'become'the property of the City,
18. fN/A1
19. Lirnitation of Aareement.
This Agreement is limited to and includes only the work included in the Project described
above.
20. Notice
Any notice:or instrument required tO be given or delivered by this Agteerhent 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:
'CONSULTANT:
City of San Juan Capistrano CivilSOurce :Inc.
32400 PaseOAdelanto .9890 Irvine Center Drive
Sari Juan Capistrano,,CA 92675 Irvine; CA 92618
Attn:'Utilities Department
and shall be effective Upon receipt thereof.
21. Third.Path, Rights
Nothing, in this'Agreement shall be construed to give any rights or benefits to anyone
other than the City and the Consultant:
22.. Equal Opportunity Employment.
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 tenninatiOn.
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23. 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
24, Severability
The unenforCeability, invalidity or illegality of any,provision(s) of this Agreement shall not
render the provisiciris unenforceable, invalid Orillegal.
25. Successors and Assigns
This Agreementshall be binding upon and Shali inure to the:benefit of the successors in
interest, executors, administrators and assigns of each party to ithis ,Agreement However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of rights,
burdens, duties or obligations without the prior written consent of City. Any attempted
astignmentwithout such cOnsent shall be invalid and.Void:
26. Non-Waiver
None of the provisions of this Agreement shall be considered.Waived by either party,
unless such waiver is specifically speoified in writing.
27. Time of Essence
Time is Of the essence for each and every provision of this Agreement
28.. _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.
29. Prohibited Interests
Consultant maintains and warrantsthat 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
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 materialbenefit
arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND CIVILSOURCE,INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN JUAN CAPISTRANO CIVILSOURCE, INC.
By. r' By: kl4"( rYli(
_ Jami► S'. el Db4id Niknafs
City Manager Director of Operations
ATTEST:
.sit
By: �J
C•1.-mer . 1
APPROVED AS TO FORM:
By: 74g12_
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