02-0508_WARE ENTERPRISES, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this y of
2002, by and between the City of San Juan Capistrano (hereinafter referred to as the
"City") and Ware Enterprises, Inc., (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding to write
legal descriptions and plats for the Groundwater Recovery Plant, and its well sites; 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 Exhibit 'A" attached and 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 Forty Five (45) days from
the date of contract signature.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this project shall not exceed
eight thousand one hundred thirty dollars ($8,130.00), as set forth in Exhibit "B," attached
and incorporated herein by reference.
3.2 Rate Schedule.
The services shall be billed to the City at the hourly rate set forth in Exhibit
"B," attached 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
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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 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 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. 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
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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: (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 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.
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
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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.
Consultant 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
Consultant arising out of or in connection with the work, operation or activities of
Consultant, its agents, employees and subcontractors in carrying out its obligations under
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;
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$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 to the City Clerk's office for certification that the insurance requirements of this
Agreement have been satisfied.
14.5 Errors and Omissions Coverage
Throughoutthe 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). Priorto beginning any work under this Agreement, Consultant
shall submit an insurance certificate to the City Clerk's office 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.
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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.: Public Works Director
To Consultant: Ware Enterprises, Inc.
2109 Via Gavilan
San Clemente, CA 92673
Attn.: Mark Ware
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.
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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.
ATTEST:
R. Monahan, City Clerk
APPROVED AS TO FORM:
John R. Sh+ tity Attorney
CITY OF SAW JUAN CAPISTRANO
0
, City Manager
WARE ENTERPRISES, INC.
By:
D. Mark are
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D. Mark Ware, Professional Land Surveyor
Ware Enterprises, Inc. EMAIL: pls503l@pacbell.net
2109 Via Gavilan, San Clemente, California 92673 VOICE: 949-661-9156 FAX:949-366-9611
EXHIBIT "A"
SCOPE OF SERVICES
Alipaz Well site Easements
Well site Easement Legal Descriptions and Sketches
Research at the Orange County Surveyor's Office and the City of San Juan Capistrano for street
Right of Way and existing parcel information for the 8 well site locations (Kinoshita, South
Alipaz, Mariner, and Calle Jardin, Tirador, Dance Hall, CVWD#1, SJBA#2, SJBA#4 and
Strawberry Hill Booster). Compile and calculate the record data for easement base sheets.
Conduct a topographic survey of the existing improvements (horizontal only) in the immediate
area of the proposed well sites and plot on base sheets. Meet with Eric Bauman to review
fieldwork and final easement locations. Prepare one set of legal descriptions and sketches for
each site based on the outcome of the meeting.
FEES -PAYMENT SCHEDULE
1. Well site Easement Legal Descriptions and Sketches $8130.00
TOTAL $8130.00
Please read Assumptions and Exclusions.
See enclosed spreadsheet for cost breakdown.
Fees shall be billed and payable on a monthly basis to completion of work.
FILENAME: C'.\Documents and Sedings\Administrator\My Documenls\CVWD ALIPAZ CONTRACT1Aoc
EXHIBIT "A'
D. Mark Ware, Professional Land Surveyor
Ware Enterprises, Inc. EMAIL: pls503l@pacbell.net
2109 Via Gavilan, San Clemente, California 92673 VOICE: 949-661-9156 FAX:949-366-9611
EXHIBIT "B°
ASSUMPTIONS AND EXCLUSIONS
Alipaz Well site Easements
In order that the tasks involved are understood, I have listed the following assumptions and exclusions
made in preparing the Scope and costs for this project:
Surveyor is not obligated to show the location of recorded casements and/or visible easements or
encroachments that may appear within the project except as specifically indicated herein.
2. Land Surveying is investigative in nature. Surveyor has no control over the difficulty of locating
records, conditions of the terrain, density of the vegetation, severity of the weather, and
availability of original monuments. Therefore, any estimates of the project cost provided to the
client are made on the basis of experience and similar services provided in the past. Surveyor
cannot and does not guarantee that the actual costs will not vary from estimates previously named
provided, however, that Surveyor will notify Client as soon as Surveyor is aware the fee to be
charged will exceed the estimated cost.
3. Extra Work, meetings, court appearances, etc., required or incurred by others (such as Client,
Owner, Builder, Contractor, Architect, Engineer, City, County, etc.) shall be provided by
Surveyor on an hourly basis at our standard rates.
4. Client acknowledges and agrees that if Consultant provides Surveying Services, which services
require filing of a Record of Survey in accordance with Business and Professions Code Section
8762, or a Corner Record in accordance with Business and Professions Code Section 8773, that
all costs of field work, preparation, examination and filing for the Record of Survey or Comer
Record shall be paid by the Client as extra work in accordance with the Consultants standard
hourly rates.
Engineering and Boundary Survey are not included herein.
There is a 4 -hour minimum for Extra Field Work, 48-hour notice for staking requests.
Blueprints, deliveries, express mail, etc., are reimbursable and shall be billed at cost plus 15%.
FILENAME: C1Documents and SettingsWdministratorWy DocumenWCMD ALIPAZ CONTRACTt.doc
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