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00-0518_GREENWOOD AND ASSOCIATES_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 125 day of W.r.,,,. , 2000, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Greenwood and Associates (hereinafter referred to as "Consultant'). RECITALS: WHEREAS, City desires to retain the services of Consultant to provide archaeological monitoring ; 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, described, recommended, or required to complete in Exhibit "A," described as the consultants proposal of May 05, 2000 ; 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 one hundred eighty (180 ) days from the effective date of the Agreement. Section 3. Compensation 3.1 Amount Total compensation for the scope of services for this Project shall not exceed Four Thousand Four Hundred and Sixty Two dollars ($4,462.00), as set forth in Exhibit "A;" attached and incorporated herein by reference. 0 0 3.2 Rate Schedule The services shall be billed to the City as a percentage of the work completed as set forth in Exhibit "A;" 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 that 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 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 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. 0 0 Section 12. Ownership of Documents All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuantto 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. Admitted Insurers shall provide insurance required herein 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; 41 0 $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one personlany 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. required. 14.5 Errors and Omissions Coverage Errors and Omissions Coverage (professional liability coverage) is not 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. 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 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: Director of Public Works To Consultant: Greenwood and Associates 725 Jacon Way Pacific Palisades, CA 90272 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 This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. ^\personal.agr 05/16/00 Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY AF! SAN JUAN tAPISTRANO CONSULTANT By:d � � ATTEST: APPROVED S TO FORM: John R. Shpvf City Attorney -1personal.agr 05/16/00 Page 7 of 7 Greenwood and Associates 725 Jacon Way Pacific Palisades, California 90272 310.454.3091 May 5, 2000 RE: Proposal for Archaeological Monitoring, San Juan Capistrano Mr. Eric Bauman City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Dear Mr. Bauman: Greenwood and Associates is pleased to submit this proposal for archaeological monitoring. It is our understanding that you are required to have a qualified archaeologist during all trenching and grading activities with the authority to stop work if evidence of prehistoric or early historic artifacts or deposits is found. This task would entail visual observation of all ground removal or earth disturbing activities. The purpose of the monitoring is to ensure that any cultural resources that are uncovered will be adequately treated according to CEQA. The resources in the vicinity of your project may be prehistoric or historical, both of which we are trained to identify. In the event that isolated artifacts of potentially significant age are found, our monitor will collect them and record the location and context. If a potentially important feature or deposit should be encountered, construction personnel and equipment will be requested to halt work in the immediate vicinity of the discovery until the find can be identified, evaluated, and if warranted, any mitigating measures decided and implemented. We would inform you immediately about any such event. Generally, the archaeological monitor will consult with the Project Manager, John Foster, or Roberta Greenwood, Principal Investigator, about the nature of the deposit and whatever treatment is needed. It is our policy to minimize your downtime and if possible divert your work force to another area while the discovery is being investigated. A short report will be provided that details the nature of the work, finds, interpretations, evaluations, and any recommendations that may be appropriate. We are providing a fixed cost budget which will include project administration, and minimal reporting. The budget covers all wages, overhead, and insurance coverage. In the event that more than a few isolated archaeological deposits are encountered, a separate cost estimate will be prepared that will encompass laboratory identification, materials processing, curation preparation, and report production. Sincerely, ,4enwoo_ d and Associates John M.. Foster J Vice President Greenwood and Associates CULTURAL RESOURCE BUDGET San Juan Capistrano, Trenching Mav 12. 2000 Principal Investigator 1.00 95.00 95.00 Project Manager 2.00 75.00 150.00 B�wI gnsi°e�tGh Per Diem (5 days at 1201day) 600.00 Researcher 6.00 30.00 180.00 AXlQlitlbl�ly7k?Fti . 3. Principal Investigator 2.00 95.00 190.00 Monitor (5 days monitoring and 3 days writeup) 64.00 35.00 2,240.00 Clerical 2.00 30.00 60.00 Illustrator 4.00 40.00 160.00 Total 3.075M Mileage (480 mi/0.31 mi) 148.80 Supplies/film processing 30.00 r� Per Diem (5 days at 1201day) 600.00 Record Search 300.00 Tota] 1,078.80 Subtotal Labor and CDC° 4,153.80 Fee on Labor (10%) +, 307.50 Project Total 4,461.30 , , In the event that additional monitoring is needed the daily monitoring rate will be:$470.00/day. There is a minimum of a four hour call out.