1998-0317_STEWART & ASSOCIATES_Personal Services AgreementPERSONAL SERVICES AGREEMENT
CITY OF SAN JUAN CAPISTRANO
WEED AND THISTLE ABATEMENT/CONTROL
THIS AGREEMENT is made and entered into this 17th day of March , 1998, by and
between the City of San Juan Capistrano (hereinafter referred to as the "City") and STEWART
AND ASSOCIATES, hereinafter referred to as "Contractor").
RECITALS:
WHEREAS, City desires to retain the services of Contractor regarding the City's proposal
for Weed and Thistle Abatement/Control. City of San Juan Capistrano (Including City and Private
Property. City Open Space_ Street Right -of -Way Areas and Water Facility Sites; and
WHEREAS, Contractor is qualified by virtue of experience, training, education and expertise
to accomplish such services.
NOW, THEREFORE, City and Contractor mutually agree as follows:
Section 1. Scone of Work.
The scope of work to be performed by Contractor shall consist of those tasks as set forth in
the Specifications and Proposal Documents, attached and incorporated herein by reference.
Specification and Proposal Documents shall include this Personal Services Agreement, the Notice
Inviting Proposals, Proposal Instructions, Proposal, Maps, Licensing, Designation of Subcontractors,
Statement of Experience, Statement of Equipment, Statement of General Information, General
Provisions and Detail Specifications.
Contractor 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. All services to
be rendered hereunder shall be subject to the direction of the City.
Section 2. Term.
This Agreement shall commence on the 17th day of March , 1998 and shall remain and
continue in effect through the 30th day of June , 2001 , subject to the Termination Provision
of Section 14.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall not exceed two
hundred fifty eight thousand, eight hundred fifty three dollars and seventy five cents ($258,853.75),
as set forth in Exhibit "A," attached and incorporated herein by reference.
3.2 Rate Schedule.
The services shall be billed to the City at the unit and/or lump sum prices set forth in
Exhibit "A," attached and incorporated herein by reference. Included within the compensation are
all the Contractor'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 Contractor's proposal.
3.3 Method of Payment.
Contractor 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 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 Contractor undertaking any extra work.
3.4 Records of Expenses.
Contractor 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 Contractor 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 Contractor, its principals and
employees were a substantial inducement for City to enter into this Agreement. Contractor 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 Contractor is permitted to subcontract any part of this Agreement by City,
Contractor 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 Contractor. City will deal directly with and will make all payments to
Contractor.
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
Contractor's fees.
Section 7. Familiarity with Work and Site of Work
By executing this Agreement, Contractor warrants that: (1) it has investigated the work to
be performed; (2) it has investigated the proposed site of work, 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 Contractor 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.
Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal,
state and local government.
Section 10. Conflicts of Interest.
Contractor 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 Contractor.
Section 11. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Contractor in connection
with the performance of its services pursuant to this Agreement are confidential to the extent
permitted by law, and Contractor 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
Contractor's professional services.
Section 12. Indemnity.
Contractor agrees to protect, defend and hold harmless City, its elected and appointed officials
and employees from any and all claims, liabilities, expenses or damages of any nature, including
attorneys' fees, for injury or death of any person or damage to property or interference with use of
property and for errors and omissions committed by Contractor arising out of or in connection with
the work, operation or activities of Contractor, its agents, employees and subcontractors in carrying
out its obligations under this Agreement.
Section 13. Insurance.
Insurance required herein shall be provided by Admitted Insurers in good standing with the
State of California.
13.1 Comprehensive General Liability.
Throughout the term of this Agreement, Contractor 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.
13.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Contractor 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
13.3 Worker's Compensation.
If Contractor intends to employ employees to perform services under this Agreement,
Contractor 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.
13.4 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.
13.5 Proof of Insurance Requirements.
Contractor shall submit the endorsement and insurance certificate, including the
deductible or self -retention amount, to the City's General Counsel for certification that the insurance
requirements of this Agreement have been satisfied prior to beginning any work under this
Agreement.
13.6 Terms of Compensation.
Contractor shall not receive any compensation until all insurance provisions have been
satisfied.
Section 14. Termination.
City and Contractor shall have the right to terminate this Agreement, with cause, immediately;
or without cause, by giving thirty (30) days' written notice of termination. If the City terminates this
Agreement pursuant to this provision, a pro rata payment shall be made for work done pursuant to
the fee schedule appended thereto.
Section 15, 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 Contractor: Stewart and Associates
130 Avenida Barcelona
San Clemente, CA 92672
Attn: Edwin W. Stewart
Section 16. 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 attomeys' fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
Section 17. 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 18. 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
CITY OF
CONTRACTOR
ATTEST:
Cheryl John n, City Clerk
APPROVED AS TO FORM:
John R. w, City Attorney
EXHIBIT A
PROPOSAL
WEED AND THISTLE ABATEMENT/CONTROL - CITY OF SAN JUAN CAPISTRANO
(Including City and Private Property, City Open Space, Street
Right -of Way Areas and Water Facility Sites)
Contractor
The undersigned declares that he has carefully examined the location of the work as described (see
attachments), examined the Proposal Instructions, General Provisions and Detail Specifications and
is familiar with all proposal documents and requirements, and hereby proposes and agrees, if
accepted, to complete said contract in accordance with the Specification and Proposal Documents
for the following:
A. WEED & RUBBISH ABATEMENT - City & Private
Parcels to be abated shall include those City owned and private parcels as determined and directed
by the Director of Public Works or designee. If awarded the contract, work shall be completed based
on the following unit prices:
Estimated Quantities, Based on 1996-97:
Item
Unit
Est.
Quant,
Unit
Price
Proposal
Total
Year 1
Total
Year 2
Total
Year 3
Total
Year 4
Total
Disc 0-7,200 SF Parcel
7.201- 21,780 SF Parcel
21,781-43,559 SF Parcel
Parcels l Acre &Over-
Parcel
1
Parcel
1
Parcel
3
Acre'
115
Mow 0.7,200 SF Parcel
7.201- 21,780 SF Parcel
21.781. 43.559 SF Parcel
Parcels 1 Acre & Over.
Parcel
1
Parcel
t
Parcel
2
/M)
010
/Qd
Acre-
6
/�
(pli�
fir-/
*Parcels with SF exceeding one acre shall be calculated and charged as one acre plus a percentage of the amount over one
acre, based on the one acre pricer re. 1 4 acres Would be calculated at one acre (at the quoted price), plus 40% of the one acre
price.
Edging
LF
500
.0,Ws
�%�SQ
/o�%,r�
�p�,�0
�a.,�Q
SD
Handwork
SF
565,000
s'a5'
/•�i�/z
12,,7712
Trash Clean -Up
CY
10
1 �S- _
ysQ —
TOTAL
,
//1
A? 53-4
C?��
fi/M
rl
B. WEED & RUBBISH ABATEMENT - AB 337 High Fire Hazard Severity Zones
(Approximately 230 Acres of Discing & 20 Acres of Handwork)
Weed abatement is required in City "High Fire Hazard Severity Zones," per Assembly Bill 337, as
shown (see map attached - Exhibit A), and as directed by designated City representative. Fire
breaks, by means of weed abatement, are required on northeasterly and southeasterly boundaries of
the City. If awarded the contract, work shall be completed based on the following lump sum prices:
Estimated Quantities, Based on 1996-97:
Item
Unit
Estimated
Quantity
Lump Sum
Year I
Lump Sum
Year 2
Lump Sum
Year 3
Lump Sum
Year 4
Total
Discing of
Northeast Segment
Acre
180
//oi 6,+ o
A�,/65 J
a gcv
Disc ng of
Southeast Segment
Acre
50
/.?S�i
�•2�J
�ai$�%
�ol�a
id
Handwork
Acre
20
LL'Y%
65iGY�
Total
C. THISTLE ABATEMENT - City Open Space (No Aerial Spraying Permitted)
Thistle abatement is required on approximately 1200 acres of City Open Space (see man attached -
Exhihit B). Comprehensive thistle abatement conducted during 1996-1997 achieved approximate
90-95% kill of thistle on site. Continued abatement on an as needed basis will be required annually
to provide complete and continued eradication of thistle. It is anticipated that thistle will steadily
decline with continued annual treatment. Progress will be evaluated annually. Property to be abated
shall include those areas of City Open Space as determined and directed by the Director of Public
Works or designee. See Detail Specifications for licensing and other requirements. If awarded the
contract, work shall be completed based on the following lump sum prices:
Estimated Quantities, Based on 1996-97:
Item
Unit
Estimated
Quantity
Lump Sum
Year l
Lump Sum
Year 2
Lump Sum
Year 3
Lump Sum
Year 4
Total
Thistle Abt - Area A
Acre
1000
//oi 6,+ o
A�,/65 J
a gcv
8�az
it4o
Thistle Ab(- Area B
Acre
200
Total
o,i�/O
LL'Y%
65iGY�
D. WEED CONTROL - Street Right-of-Wav and Water Facility Sites
The City has approximately 25 miles of street right-of-way (approx. 1,200,000 SF - based on an
average five foot width per side) which require annual, year-round weed control. Width in some
areas may vary. Additionally, the City has ten water facility sites (approx. 210,000 SF) requiring
annual, year-round weed control (see map attached - Exhibit Q. Means of weed control shall
include chemical, mechanical and hand methods of abatement. If awarded the contract, work shall
be completed based on the following lump sum prices:
Estimated Ouantities. Based on 1996-97:
Item
Vag
Estimated
Quantity
Lump Sum
Year I
(Prorated*)
Lump Sum
Year 2
Lump Sum
Year 3
Lump Stun
Year 4
Total
Street Right -of -Way
SF
1,200,000
Year 3
Year 4
Total
A
Weed &Rubbish Abt
(City & Private)
Water Facility Sites
SF
210,000
o�oS3
53.1
S �2$
S�o7S
f%
Total
C
Thistle Abatement
*Note: Approximately 65% of the work for `97-98 has been completed. Annual Price for
`97-98 should be bid on a prorated basis, accordingly.
TOTAL
1;9 _1 — I (iSi �iS -I Goi33S I aX,6, S 3
The successful proposal will be chosen based upon the application of a number of criteria, including
but not limited to, general ability to meet all requirements outlined in the specification package, bid
price, qualifications, experience, review of references, etc. The formal rules of bidding applicable to
Public Works projects (e.g., award to the lowest responsible bidder) are inapplicable to this request
K
Total
Total
Total
Total
Item
Year l
Year 2
Year 3
Year 4
Total
A
Weed &Rubbish Abt
(City & Private)
/�iSSD'
/7'iSSD
/aiSSo—
/i,Se5 _
�io?G20
B
Weed & Rubbish Abt
(AB 337)
C
Thistle Abatement
(City Open Space)
D
Weed Control
(Street Right -of -Way
-
S/, /oS3
& Water Facility
TOTAL
1;9 _1 — I (iSi �iS -I Goi33S I aX,6, S 3
The successful proposal will be chosen based upon the application of a number of criteria, including
but not limited to, general ability to meet all requirements outlined in the specification package, bid
price, qualifications, experience, review of references, etc. The formal rules of bidding applicable to
Public Works projects (e.g., award to the lowest responsible bidder) are inapplicable to this request
K
for proposals in that weed abatement is not a public work under the Public Contracts Code.
Accordingly, the City Council reserves full and complete discretion to choose that company which,
in its judgment, is best able to provide the services described in the specifications.
Bid amounts are to include and cover all taxes, the performing of all labor requisite or proper,
supervision, methods of processes, and the providing of all necessary implements, tools, machinery,
safety equipment, materials, and proper/required licensing; also, the performance and completion of
all the work in the manner set forth, described and shown in the Specifications for the work. All
prices quoted above shall include traffic control as required by City. If the contract is awarded, the
undersigned agrees to enter into a contract with the City and to commence work within fifteen (15)
calendar days from the date of the notice to proceed or as directed by City. Contractor is considered
to be on contract on a year-round basis and, while much of the work will be performed at specific
times of the year, Contractor may be required to perform other abatement or work as determined by
the Director of Public Works at other times of the year.
It is understood that the City reserves the right to increase or decrease the frequency of any item or
portion of the work or to omit portions of the work as may be deemed necessary by the Director of
Public Works. The contract amount shall be adjusted to reflect these changes.
The City Council of the City of San Juan Capistrano reserves the right to reject any and all proposals
received, to compare the relative merits of the respective proposals and to choose that which in the
opinion of the City Council will best serve the interests or needs of the City. The City has no
obligation to continue any or all programs each year and it is also understood by Contractor that the
City of San Juan Capistrano has the right to reject this proposal or to award a contract to the
undersigned at the prices stipulated.
(If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all
individual co-partners composing the firm: President, Secretary, Treasurer, and Manager thereof.)
Dated: o?/io 0rd
Dated: 44�
7x7 - yaeAl/vf} �a2[�E�OM9 �e C�r9
Business Address
'1/414444r 9st5 U
Telephone Number
Further, the undersigned bidder certifies that he has thoroughly checked the figures set forth in this
proposal, that they are correct to the best of his knowledge and that they constitute his proposal for
the work called out herein.
Dated: 2//D/y8 gi�nida fjirrP/a�9, S�nG�Cf% 9.z��2
Business Address
Dated: �/// W98- fW 0
Telephone Number