02-0910_ACCURATE BUSINESS SERVICES_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this /D day of
A692 rL , 2002, by and between the City of San Juan Capistrano
(hereinafter referred to as the "City") and ACCURATE BUSINESS SERVICES
(hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the
City's proposal to take and prepare minutes of Planning Commission meetings; 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 June 30, 2003.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall not
exceed Three Thousand Five Hundred Dollars ($3,500.00).
3.2 Rate Schedule.
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The services shall be billed to the City at the hourly rate of $30.
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 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 Planning Director or Management
Analyst II in the City's Planning Department. 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.
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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: (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 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.
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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.
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.
14.1 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.
14.2 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.
14.3 Notice of Cancel Iation/Term1nation 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.
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14.4 Terms of Compensation.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
14.5 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: Management Analyst II, Planning Services Department
To Consultant: Accurate Business Services
44 Snapdragon
Irvine, CA 92604
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.
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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 SCAN JUAN CAPISTRANO
By;
City Manager
ACCURATE BUSINESS SERVICES
By: ZtL '�-7c C-�Gifu�/
Sue McCullough, Co6sultant
Monahan, City Clerk
TO FORM:
John R. Shaw, City Attorney
EXHIBIT A - SCOPE OF WORK
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EXHIBIT A - SCOPE OF WORK
Consultant will receive and review informational packets prior to meetings.
Informational packets will either be mailed to Consultant or picked up personally by
Consultant. Consultant will attend meetings of the Planning Commission, scheduled for
the second and fourth Tuesdays of each month beginning at 7:00 p.m. Consultant will
take minutes of the meetings and prepare a draft of the minutes to be submitted to the
Planning Director within a negotiated timeframe using personal computing equipment
and personal facilities. The draft minutes will be sent by email, accessible by either
Word Perfect for Windows or Microsoft Word.
Occasionally, Consultant may be asked to attend special meetings or to prepare a
meeting transcript.
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