04-0715_CIVIC SOLUTIONS, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of July, 2004, by and
between the City of San Juan Capistrano (hereinafter referred to as the "City") and Civic
Solutions, Inc. (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant to review the draft EIR
prepared by the County of Orange for the Rancho Mission Viejo Project; 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 herein and incorporated 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 December 31, 2004.
Section 3. Compensation.
3.1 Amount.
Total compensation for the EIR review shall be billed for hours worked at a
rate of $135 per hour and shall not exceed Five Thousand Dollars ($5,000), unless an
amendment to this Agreement is executed.
3.2 Rate Schedule.
The services shall be billed to the City at the hourly rate of $135. 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.
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3.3 Method of Payment.
Consultant shall submit monthly invoices based on total services which have
been satisfactorily completed 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. Chanoes 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: (1) it has investigated the
work to be performed; and (2) it understands the facilities, difficulties and restrictions of the
work under this Agreement. Should Consultant discover any latent or unknown conditions
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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 complywith all applicable laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant has disclosed that it currently represents one client, Blenheim Farms,
presently doing business with the City. Consultant is assisting Blenheim Farms with the
processing of a subdivision of approximately 12 homes at the easterly terminus of San
Juan Creek Road. City does not believe that Consultant's work on the tasks provided for
in this agreement will conflict with its work on the above project providing the following
occurs. Consultant agrees to provide John Douglas to perform the work under this
agreement at all times. Further, consultant agrees that John Douglas shall not work on the
above-described Blenheim Farms project and that Consultant's other staff members who
are involved in the Blenheim Farms project shall not be directly involved in any way with
the work performed by John Douglas for the City.
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
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
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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.
Throughoutthe 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;
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$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 later than 1990)
to the City's General Counsel for certification that the insurance requirements of this
Agreement have been satisfied.
14.5 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.
14.6 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.7 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
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In addition, this Agreement maybe 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: Planning Director
To Consultant: Civic Solutions, Inc.
31726 Rancho Viejo Road, Suite 223
San Juan Capistrano, CA 92675
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 parry 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By: ��— -IF Q /1 ^
David F. Adams, City Manager
CIVIC SOLUTIONS, INC., CONSULTANT
By: 96- 'w�
Thomas G. Merrell, Principal
ATTEST:
R. Monahan, City Clerk
APPROVED AS TO FORM:
John .Shaw, City Attorney
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EXHIBIT A
SCOPE OF WORK
Consultant shall conduct a review of all portions of the EIR except for the Transportation
section, which is being reviewed by another consultant, and shall identify areas of
particular concern to the City of San Juan Capistrano. The level of detail of the analysis
shall be commensurate with the budget of $5,000. Consultant shall summarize its findings
in a brief memo to the City Planning Director. If requested, Consultant shall attend one
meeting with City staff to discuss these findings.
Following completion of the preliminary analysis, Consultant may be requested to conduct
more detailed investigation of particular issues as an optional task, with a supplemental
budget to be negotiated.
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.
EXHIBIT A
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