01-0116_PURKISS ROSE - RSI_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 16"' day of January,
2001, by and between the City of San Juan Capistrano (hereinafter referred to
as the "City") and Purkiss Rose - RSI (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant in regards to
providing landscape and architectural design services for the Stone Field
Renovation Project as presented in the Consultant's Proposal dated December
21,2000; 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 in his Proposal titled "Stone Field Renovation," dated
December 21, 2000 incorporated herein by reference.
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 one (1)
year of the date of this agreement.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall
not exceed Forty -Five Thousand Seven Hundred Forty Dollars ($45,740), as set
forth in the Consultant's Fee Proposal dated December 19, 2000 and
incorporated herein by reference.
3.2 Rate Schedule.
The services shall be billed to the City at the hourly rate set forth in
said Fee Proposal and incorporated herein by reference. 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
which have been satisfactorily completed and specifying a percentage of
projected completion for approval by the City. The City will pay monthly
progre"- payments- based on approved invoiees-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 to 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. Channes 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 Consultants fees.
Section -7. Familiarity with Work and Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has
investigated the work to be performed; (2) it has investigated the proposed
construction site, including the location of all utilities, and is aware of all
conditions there; and (3) it understands the facilities, difficulties and restrictions
of the work under this Agreement. Should Consultant discover any latent or
unknown conditions- materially differing from those inherent in the work or as
represented by City, it shall immediately inform 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 41. 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 Consultants findings, conclusions, and recommendations with any
support documentation. All reports submitted to the City shall be in reproducible
format. 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. The City
agrees to indemnify, defend, and hold Architect harmless from and against any
claims, costs; losses and damages as a result of the City's misuse or reuse of
such drawings, specifications whether in print or in electronic form.
Section 13. Indemnity.
The Consultant shall to the fullest extent permitted by law, hold harmless
and indemnify City, its City Council and each member thereof, its officers,
employees, commission members, representatives and their successors and
assigns from and against all losses, liabilities-, claims, suits-, damage, expenses,
costs including reasonable attorneys fees and costs, caused by the Consultants
negligent performance or negligent omission of performance of professional
services under this Agreement and those of the Consultants subconsultants or
anyone for whom the consultant is legally liable.
With respect to other operations, other than the performance of the
professional services under this Agreement, the Consultant shall defend, hold
harmless and indemnify City, It's City Council, and each member thereof, its
officers, employees, commission members, representatives and their successors
and assigns, from and against losses, liabilities, claims, suit, damage, expenses
and costs, including death or damage to property caused by or attributable to, in
whole or part, the negligent or wrongful acts, errors or omissions of Consultant,
its employees; representatives, subconsultants, or anyone for whom the
Consultant is -legally liable in connection with performance of this -Agreement.
Section 14. Insurance.
Insurance required herein shall be provided by Admitted Insurers in good
standing with the State of California and having a minimum Best's Guide Rating
of A- Class VII or better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain
in full force and effect Comprehensive General Liability coverage in the following
minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to
contractual period;
$1,000,000 injury to more than one person/any one occurrence/not
limited to contractual period.
14:2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain
in full force and effect Comprehensive Automobile Liability coverage, including
owned, hired and non -owned vehicles in the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to
contractual period;
$1,000,000 injury to more than one person/any one occurrence/not
limited to contractual period
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services
under this Agreement, Consultant shall obtain and maintain, during the term of
this Agreement, Worker's Compensation Employer's Liability Insurance in the
statutory amount as required by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall
submit the insurance certificates, including the deductible or self -retention
amount, and an additional insured endorsement to the Consultant's general
liability and umbrella liability policies using ISO form CG 20 10 11 85 (in no
event with an edition date tater than 1990) to the City's General Counsel for
certification that the insurance requirements of this Agreement have been
satisfied.
14.5 Errors and Omissions Coverage
Throughout the term of this Agreement, Consultant shall maintain
Errors and Omissions Coverage (professional liability coverage) in an amount of
not less than One Million Dollars ($1,000,000). Prior to beginning any work
under this Agreement, Consultant shall submit an insurance certificate to the
City=s General Counsel for certification that the insurance requirements of this
Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be
cancelled, nor the coverages reduced, until after thirty (30) days' written notice is
given to City, except that ten (10) days' notice shall be given if there is a
cancellation due to failure to pay a premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement
until the City has issued a written "Notice to Proceed" verifying that Consultant
has complied with all insurance requirements of this Agreement.
Section 15. Termination.
City 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 cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed
addresses, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Director of Administrative Services
To Consultant: Purkiss Rose — RSI
801 N. Harbor Boulevard
Fullerton, CA 92832
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"). Any claim, dispute or other matter in question arising out of or
related to this Agreement shall be subject to mediation as a condition precedent
to arbitration or equitable proceedings by either party.
Section 19. Entire AgEmment.
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
ATTEST:
did_ d ,a .�
. ,.
APPROVED AS TO FORM:
John R. Sh w, City Attorney