ADAMS-STREETER CIVIL ENGR0 0
PERSONAL SERVICES AGREEMENT
TH AGREEMENT is made and entered into this day of
2006, by and between the San Juan Capistrano Community
Redevelopment Agency (hereinafter referred to as the "Agency") and Adams -Streeter Civil
Engineers, Inc. (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, Agency desires to retain the services of Consultant to perform an aerial
topographical survey and title report for the Little Hollywood expansion project; and
WHEREAS, Consultant is qualified by virtue 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 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, 2007.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall not exceed
Nine Thousand One Hundred Ten Dollars ($9,110.00), as set forth in Exhibit "A," attached
and incorporated herein by reference.
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3.2 Rate Schedule.
The services shall be billed to the Agency at the rate set forth in Exhibit "A,"
attached and incorporated herein by reference. Included within the compensation are all
Consultant's ordinary office and overhead expenses incurred by it, its agents and
employees, including meetings with the Agency 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 Agency. The Agency 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 Agency
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 Agency.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of Agency, and shall obtain no rights to any benefits which accrue to
Agency'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 Agency to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required without
written approval of the Agency. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the Agency. If Consultant is permitted
to subcontract any part of this Agreement by Agency, Consultant shall be responsible to
Agency 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 Agency. All persons engaged in the work will be
considered employees of Consultant. Agency 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 Agency, 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 acknowledges 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 Agency,
it shall immediately inform Agency of this and shall not proceed with further work under this
Agreement until written instructions are received from the Agency.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement, however, it is
recognized that Consultant must perform with due and reasonable diligence in accordance
with professional standards.
Section 9. Compliance with Law.
Consultant shall comply with applicable laws, ordinances, codes and regulations of
federal, state and local government in effect at the execution of the Agreement.
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 Agency
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 Agency shall be in reproducible format.
All services to be rendered hereunder shall be subject to the direction and approval
of the Agency.
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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 Agency, except as
required by law or as needed to establish a defense. All such reports, information, data,
and exhibits shall be the property of the Agency and shall be delivered to the Agency upon
demand without additional costs or expense to the Agency. The Agency acknowledges
such documents are instruments of Consultant's professional services. Agency agrees not
to reuse or modify project documents and to defend and indemnify Consultant if project
documents are reused or modified.
Section 13. Indemnity.
Consultant agrees to hold harmless Agency, its elected and appointed officials and
employees from claims, liabilities, expenses or damages, including reasonable attorneys'
fees, for injury or death of any person or damage to property or interference with use of
property and for the "negligent" errors and omissions committed by Consultant arising out
of 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.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive General Liability coverage in the following minimum amounts:
$1,000,000 Combined Limit (Bodily Injury/Property Damage)
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:
$1,000,000 Combined Limit (Bodily Injury/Property Damage)
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 Cancel lation/Term Ination 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.
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 be terminated subsequent to the ten (10)
day cure period.
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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 Agency: San Juan Capistrano Community Redevelopment Agency
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Planning Director
To Consultant: Adams -Streeter Civil Engineers, Inc.
15 Corporate Park
Irvine, CA 92606
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 to the
extent incurred as a result of negligent performance.
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.
ATTEST:
Agency Clerk
AS TO FORM:
John R. Show, Agency Attorney
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
David F. Adams, Executive Director
ADAMS-STREETER CIVIL ENGINEERS, INC.
B f
Randall . Stre er, Vice President
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ADAMS • STREETER
CIVIL ENGINEERS INC.
August 21, 2006
IRVINE • RIVERSIDE
Jan A. Adams • Randal L. Streeter
Ms. Lynnette Adolphson
City of San Juan Capistrano Planning Services Department
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Subject: Addendum #1 (Revised): Proposal to Include Aerial
Topographical Survey and Title Report to the Original Scope of
Work for the Expansion of Little Hollywood Project, in the City
of San Juan Capistrano, California.
Dear Ms. Adolphson:
As requested, we are submitting this proposal addendum as a revision to the
previous proposal addendum #1 dated June 8, 2006 to include the aerial
topographical survey of the proposed residential area (project site) as well as the
future park site (Los Rios Park) with related survey services, and title report
procurement as part of the scope of work for this project with a total proposed fee
of $9,110 itemized as follows:
1. Aerial topographical survey w/ color ortho-photo................. $ 5,000
2. Survey to establish aerial control targets ........................... $ 3,360
3. Title report from Land America Title Company .................... $ 750
Total.......................................................................... $ 9,110
Thank you for your consideration of this request and we would be happy to
discuss its intent with you at your convenience.
ery t I yours _
anda L. Streeter
Vice resident AUG 2 2 2006
EXHIBIT A
15 CORPORATE PARK • IRVINE, CA. 92606 • Tel: (949) 474-233C
E
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 4931171
(949) 4931053 FAX
www.sanjuancapistrano.org
TRANSMITTAL
soft
It to IN 11111
• (STA WHO � 196I
1776
TO:
Adams -Streeter Civil Engineers, Inc.
15 Corporate Park
Irvine, CA 92606
FROM: Meg Monahan, MMC — City Clerk (949) 443-6308
RE: Personal Services Agreement — aerial topographical surve
Hollywood expansion.
MEMBERS OF THE CITY COUNCIL
SAMALLEVATO
DIANE BATHOATE
WYATT HART
JOE SOTO
DAVID M. SWERDLIN
Little
An executed, original agreement is enclosed for your records. If you have questions
concerning the agreement, please contact Lynnette Adolphson, Management Analyst 11, (949)
443-6324.
CC: Lyn nettle Adolphson, Management Analyst I I
Finance
San Juan Capistrano: Preserving the Past to Enhance the Future
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