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05-0701_WEBB COMMUNITY MANAGEMENT, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 1st day of July 2005, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Webb Community Management, Inc., (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to administrate the overnight permit parking program in the Capistrano Villas I, II and III; 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 is a two-year Agreement and shall commence on the effective date of this Agreement and services required hereunder shall be completed by no later than June 30, 2007. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for exceed Forty -Three Thousand Four Hundred Fifty -Two Dollars forth in Exhibit "B," attached and incorporated herein by reference. this Project shall not ($43.452.00), as set Webb psa 05.doc Page 1 of 7 3.2 Rate Schedule. The services shall be billed to the City at the monthly 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 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. The City will pay monthly progress payments based on approved invoices in accordance with Exhibit "B." 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. Webb psa 05.doc Page 2 of 7 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. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; and (2) it understands the location, 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. 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. Webb psa 05.doc Page 3 of 7 Section 12. 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 worts, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. City shall defend, hold harmless and indemnify Consultant from all costs, claims, suits and damages resulting from or arising out of the activities, acts or omissions of City, and its officers, employees and agents resulting from or in connection with Consultant's performance of this Agreement or in connection with the management, consultation and operation of the Parking Permit Program. Section 13. 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. 13.1 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. 13.2 Comprehensive Automobile Liability. The service provided by the Consultant does not require Comprehensive Automobile Liability. On December 2, 2003, the City. Council approved deletion of this section. Webb psa 05.doc Page 4 of 7 13.3 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. 13.4 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. 13.6 Notice of Cancellation/Term!nation 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. 13.6 Terns of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 13.7 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 14. 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. Webb psa 05.doc Page 5 of 7 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: Michael Cantor, Senior Management Analyst To Consultant: Webb Community Management, Inc. 960 Calle Amanecer San Clemente, CA 92673 Attn: Peggy Webb, Vice President 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 attorneys' 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. Webb psa 05.doc Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO CONSULTANT —� B Pe President ATTEST: R. Monahan, City Clerk D AS TO FORM: John R. Shaw, rity Attorney Webb psa 05 Page 7 of 7 EXHIBIT "A" Project Overview and Scope of Work As the Program Administrator for the Capistrano Villas Overnight Parking Permit Program (Program) on behalf of the City of San Juan Capistrano (City), WEBB Community Management, Inc. (WEBB) will provide the following services: Liaison for the Program: a. Assign an experienced administrator and support staff b. Office hours Monday -Friday, 8:00 a.m. to 4:30 p.m. (closed for lunch 12:00 p.m. to 1:00 p.m.) - Reply to telephone, City, and resident inquiries - Establish regular in-house sticker issuance hours - Provide toll free telephone number (800) 498.1129 C. Liaison with homeowners and tenants for Program administration d. Liaison with City staff, the Orange County Sheriffs Department, parking enforcement, and other City -identified contacts relating to the Program e. Respond to Program telephone and correspondence inquiries f. Schedule two 2 -hour and one 3 -hour sessions for annual renewal of permits at the Capistrano Villas g. Provide bilingual administrative assistance h. Prompt, efficient reply and service - Knowledgeable, friendly administration 2. Establish and maintain a computer permit information database including: a. New accounts set-up, move in, move out b. Current owner/renter history C. Permit issuance history d. Track appeal application history 3. Program Supplies: a. Standard # 10 mailing envelopes and labels for individual Program mail b. Return address envelope for one annual renewal notice to owners and renters of record C. Lamination materials for individual guest passes 4. Mailings: a. Prepare, edit and distribute one annual (2 page double -sided English/Spanish) renewal notice b. Prepare, edit and distribute one annual renewal reminder C. Prepare, edit and distribute other notices as requested by the City Exhibit A&B.dm page 1 of 3 5. NSF: a. Issue City -requested notice for checks returned for non -sufficient funds 6. General Administration: a. Ensure the ongoing and future success of the Program by providing comprehensive, professional administration b. Issue annual renewal notice and information to owners and renters of record c. Issue permits and permit applications in accordance with program rules and policy d. Conduct comprehensive application review e. Track and follow-through on all permit applications f. Assist homeowners and renters in applying for a parking appeal application(s) g. Maintain all Program records and correspondence and store as needed h. Meet with City staff as needed to discuss Program operations i. Provide Program billing statements to individuals for designated permits j. Collect all fees associated with permit Program and submit collected fees to City 7. Provide the following to the City: a. Weekly Sticker Status Report b. Monthly data report that shall include Total Permits Issued and Active, Appeals, Visitor Passes and Revenue Collected/Deposited. C. Correspondence from public that requires a City response d. Copies of the annual renewal notifications sent on behalf of the Program Exhibit A&B.doc page 2 of 3 EXHIBIT "B" Compensation and Payment The City agrees to pay Webb Community Management, Inc. $43,452.00 for all services performed for the two-year term of the agreement. Additional compensation is listed below for special services and or meetings. 2. Consultant shall submit monthly invoices of $1810.50 for services. 3. The City shall make payments within 14 days of receipt of Consultant's bill. 4. Payments shall be made to Webb Community Management, Inc. 5. The parties understand and agree that the City's payments to Consultant as compensation under this Agreement shall not exceed Forty-three Thousand Four Hundred Fifty -Two Dollars ($43,452.00). Additional Compensation Services 1. Parking Permit Stickers shall be billed to City at cost and shall not be included in the cost of this agreement. 2. City shall supply City Stationery as needed for renewals and special mailings. 3. City shall provide photocopies for annual renewal notice mailing and Permit Parking Program Rules. Non -Recurring Expenses If special services and or meetings are requested, and those services are not specifically within the scope of this Agreement as stated above, compensation to WEBB Community Management, Inc. shall be based on a rate for services rendered in % hour increments as follows: CLASSIFICATION Administrative, Clerical and Associate Managers Community Managers Senior Community Managers Supervising Account Managers Principal and Consulting Property Managers Mileage BILLING RATE $ 45.00/hr $ 55.00/hr $ 75.00/hr $100.00/hr $125.00/hr $ 0.33/mi Exhibit A&B.doc page 3 of 3