01-0920_E R FISK CONSULTING ENGINEER_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this off/—day of
2001, by and between the City of San Juan Capistrano
(herbinafter referred to as the "City") and E R Fisk Consulting Engineer (hereinafter
referred to as "Consultant').
RECITALS:
WHEREAS, City desires to retain the services of Consultant to perform
consulting services in preparation of contract documents for the Public Works Master
Specification; and
WHEREAS, Consultant is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work
The scope of work to be performed by Consultant shall consist of those tasks as set
forth, described, recommended, or required to write front-end contract documents for
the Public Works Master Specification, Special Provisions format, Sections 1 through 9.
Consultant warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of its
profession.
Section 2. Term
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later than sixty (60) days from the
effective date of the Agreement.
Section 3. Compensation
3.1 Amount
Total compensation for the scope of services for this Project shall not exceed
twenty four hundred dollars ($2,400).
3.2 Rate Schedule
Included within the compensation are all the Consultant's ordinary office and
overhead expenses incurred by it, its agents and employees, including meetings with the
City representatives and incidental costs to perform the stipulated services. Submittals
shall be in accordance with Consultant's proposal.
3.3 Method of Payment
Consultant shall submit monthly invoices based on total services that have
been satisfactorily completed and specifying a percentage of projected completion for
approval by the City. The City will pay monthly progress payments based on approved
invoices in accordance with this Section.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work.
3.4 Records of Expenses
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to City.
Section 4. Independent Contractor
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of City, and shall obtain no rights to any benefits which accrue to City's
employees.
Section 5. Limitations Upon Subcontracting and Assignment
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity perform the services required without
written approval of the City. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the City. If Consultant is permitted to
subcontract any part of this Agreement by City, Consultant shall be responsible to City for
the acts and omissions of its subcontractor as it is for persons directly employed. Nothing
contained in this Agreement shall create any contractual relationships between any
subcontractor and City. All persons engaged in the work will be considered employees of
Consultant. City will deal directly with and will make all payments to Consultant.
Section 6. Changes to Scope of Work
In the event of a change in the Scope of Work provided for in the contract
documents as requested by the City, the Parties hereto shall execute an addendum to this
Agreement setting forth with particularity all terms of the new agreement, including but not
limited to any additional Consultant's fees.
Section 7. Familiarity with Work and Construction Site
By executing this Agreement, Consultant warrants that it has investigated the work
to be performed; should Consultant discover any latent or unknown conditions materially
differing from those inherent in the work or as represented by City, it shall immediately
inform City of this and shall not proceed with further work under this Agreement until written
instructions are received from the City.
Section 8. Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. Conflicts of Interest
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product
At the completion of the contract period, Consultant shall have delivered to City at
least one (1) copy of any final reports and architectural drawings containing Consultant's
findings, conclusions, and recommendations with any support documentation. All reports
submitted to the City shall be in reproducible format, and in digital format in compliance
with the City's digital submission standards.
All services to be rendered hereunder shall be subject to the direction and approval
of the City.
Section 12. Ownership of Documents
All reports, information, data and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are confidential
to the extent permitted by law, and Consultant agrees that they shall not be made available
to any individual or organization without prior written consent of the City. All such reports,
information, data, and exhibits shall be the property of the City and shall be delivered to the
City upon demand without additional costs or expense to the City. The City acknowledges
such documents are instruments of Consultant's professional services.
Section 13. Indemnity
Not applicable.
Section 14. Insurance.
Admitted Insurers shall provide insurance required herein in good standing with the
State of California and having a minimum Best's Guide Rating of A- Class VII or better.
14.1 Comprehensive General Liability.
Not applicable.
14.2 Comprehensive Automobile Liability.
Not applicable.
14.3 Worker's Compensation.
Not applicable.
14.4 Proof of Insurance Requirements/Endorsement.
Not applicable.
14.5 Errors and Omissions Coverage
Not applicable.
14.6 Notice of Cancellation/Termination of Insurance.
Not applicable.
14.7 Terms of Compensation.
Not applicable.
14.8 Notice to Proceed.
Not applicable.
Section 15. Termination
City and Consultant shall have the right to terminate this Agreement without cause
by giving thirty- (30) days' advance written notice of termination to the other party
In addition, this Agreement may be terminated for cause by providing ten- (10) days'
notice to the other party of a material breach of contract. If the other party does not cure
the breach of contract, then the agreement may be terminated subsequent to the ten- (10)
day period.
Section 16. Notice
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall
be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Public Works Director
To Consultant: E R Fisk Consulting Engineer
1792 North Ridgewood Street
Orange, CA 92865-4454
Section 17. Attorneys' Fees
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
Section 18. Dispute Resolution
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF -,SAN JUAN CAPISTRANO
E R FISK CONSIVLTING ENGINEER
-22
ATTEST:
a aret R. Monahan, City Clerk
APPROVED AS TO FORM:
John R. Shaw, 'ty Attorney
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