03-0617_STEWART AND ASSOCIATES_Personal Services AgreementT
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PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 7th� d y of June, 2003, by and
between the San Juan Capistrano Community Redevelopment Agency (hereinafter
referred to as the "Agency") and Stewart and Associates (hereinafter referred to as
"Consultant" ).
RECITALO:
WHEREAS, Agency desires to retain the services of Consultant regarding the
Agency's proposal for Annual Maintenance of th Arroyo Trabuco Conservation Area; and
WHEREAS, Consultant is qualified by virt a of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, Agency 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 asset
A,
forth in Exhibit'" attached and incorporated h rein 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 th effective date of this Agreement and
services required hereunder shall be completed y no later than June 30, 2004.
Section 3. Compensation.
3.1 Amount
Total compensation for the scope of services for this project shall not exceed
($28,875.00) Twenty Eight Thousa d, Eight Hundred Seventy -Five Dollars.
3.2 Method of Payment.
Consultant shall submit monthly irn
been satisfactorily completed and specifying a
approval by the Agency. The Agency will pay
approved invoices in accordance with this Sectic
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based on total services which have
ntage of projected completion for
hly progress payments based on
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For extra work not part of this Agreement, a written authorization from Agency
is required prior to Consultant undertaking any extra work.
3.3 Records of Expenses
Consultant shall keep complete I'iand accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to Agency.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and a an independent contractor and not an
agent or employee of Agency, and shall obtain o rights to any benefits which accrue to
Agency's employees.
Section S.
The experience, knowledge, capability ar
and employees were a substantial inducement
Consultant shall not contract with any other entit.
written approval of the Agency. This Agreemer
operation of law, without the prior written approva
to subcontract any part of this Agreement by Ag
Agency for the acts and omissions of its sul
employed. Nothing contained in this Agreement
between any subcontractor and Agency. All
considered employees of Consultant. Agency
payments to Consultant.
Section 6.
J reputation of Consultant, its principals
:)r Agency to enter into this Agreement.
to perform the services required without
i may not be assigned, voluntarily or by
of the Agency. If Consultant is permitted
:ncy, Consultant shall be responsible to
-ontractor as it is for persons directly
,hall create any contractual relationships
persons engaged in the work will be
Nill deal directly with and will make all
In the event of a change inthe Scop of Work provided for in the contract
documents as requested by the Agency, the Partes hereto shall execute an addendum to
this Agreement setting forth with particularity all t rms of the new agreement, including but
not limited to any additional Consultant's fees.
Section 7.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) it has investigated the roposed construction site, including the
location of all utilities, and is aware of all cond tions there; and (3) it understands the
facilities, difficulties and restrictions of the work under this Agreement. Should Consultant
discover any latent or unknown conditions matei ially differing from those inherent in the
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work or as represented by Agency, it shall immediately inform Agency of this and shall not
proceed with further work underthis Agreement until written instructions are received from
the Agency.
Section 8. Time of Essence.
Time is of the essence in the performande of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicabl laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant covenants that it presently h s 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. Indemnity.
Consultant agrees to protect, defend ai
appointed officials and employees from any and
of any nature, including attorneys' fees, for inj
property or interference with use of property a
Consultant arising out of or in connection i
Consultant, its agents, employees and subcont
this Agreement.
Section 12. Insurance.
Insurance required herein shall be p
with the State of California and having a m
better.
12.1 Comprehensive General
Throughout the term of this Ag
and effect Comprehensive General Liability
$500,000 property damage;
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hold harmless Agency, its elected and
claims, liabilities, expenses or damages
f or death of any person or damage to
for errors and omissions committed by
i the work, operation or activities of
tors in carrying out its obligations under
by Admitted Insurers in good standing
Best's Guide Rating of A- Class VII or
Consultantshall maintain in full force
in the following minimum amounts:
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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.
12.2 Comprehensive Automobile Liability.
Throughout the term of this Agree
and effect Comprehensive Automobile Liability
owned vehicles in the following minimum amo
$500,000 property damage;
$500,000 injury to one person/any
period;
$1,000,000 injury to more than
to contractual period
12.3 Worker's Compensation.
Consultant shall maintain in full force
age, including owned, hired and non -
occurrence/not limited to contractual
person/any one occurrence/not limited
If Consultant intends to employemployees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insu ante in the statutory amount as required
by state law.
12.4 Proof of Insurance Requ
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the dedu tible or self -retention amount, and an
additional insured endorsement to the Consulta is general liability and umbrella liability
policies to the Agency Clerk's office for certificatin that the insurance requirements of this
Agreement have been satisfied.
12.5 Notice of
of Insurance.
The above policy/policies shall not t rminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to Agency, except
that ten (10) days' notice shall be given if there s a cancellation due to failure to pay a
premium.
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12.6 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
12.7 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
Agency has issued a written "Notice to Procee" verifying that Consultant has complied
with all insurance requirements of this Agreeme t.
Section 13. Termination.
Agency 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 a terminated subsequent to the ten (10)
day cure period.
Section 14. Notice.
All notices shall be personally delivered oll 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 Agency: Agency of San Juan Capist no
32400 Paseo Adelanto
San Juan Capistrano, CA 9W675
Attn: Director of Administrative Services
To Consultant: Stewart & Associates
1600 Calle Negocio, Suite
San Clemente, CA 92672
Attn: Ed Stewart
Section 15. 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 16. Dispute Resolution.
In the event of a dispute arising betwe n 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 Med'ation Service ("JAMS').
Section 17. Entire Agreement.
This Agreement constitutes the entire
parties and supersedes all previous negotiat
matter thereof.
IN WITNESS WHEREOF, the parties
ATTEST:
San
M
J R
R. Monahan, Agency Secretary
APPROVED AS TO FORM:
John R. Sti gency Counsel
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arstanding and agreement between the
between them pertaining to the subject
have executed this Agreement.
Capistrano Community Redevelopment Agency
Chairman
Stewart & Associates
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EXHIBIT A
Scope of Work
Annual Maintenance of the Arroyo TrabucO Conservation Area as established
by the Lower Rosan Ranch Offsite -We lands Mitigation Project. Annual
Maintenance is to minimally include approximately 1,750 person hours for the
following activities:
• Maintenance and scheduling f irrigation system as necessary for
proper soil moisture; and,
• Collection and removal of
• Weeding nine times (9x) a
weed cover as specified in
• Quarterly cutting and
herbicide.
within the revegitation area; and
r to achieve no more than 15%
IE permits; and,
of arrundo with appropriate