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07-0706_WILD HORSE GROUP, THE_Personal Services Agreement0 0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 6th day of July, 2007, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and The Wild Horse Group (hereinafter referred to as "consultant") RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide various professional services; 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 the city shall consist of those tasks as set forth in Exhibit'A," attached and others duties as mutually agreed between the City and Consultant. Section 2. Term. Work under the agreement shall commence on the effective date of this Agreement and continue until terminated as mutually agreed. The City Manager or his designee shall have the authority to amend or extend this agreement. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services shall not exceed $25,000. Compensation will be based on the hourly rate schedule as set forth in Exhibit "B"; plus any incidental expenses. 3.2 Method of Payment. Consultant shall submit monthly invoices based on total services which have been satisfactorily completed and specifying task and amount of time, plus any incidental costs. 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 Subcontractina 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. 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. Time of Essence. Time is of the essence in the performance of this Agreement. Section 8. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 9. 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. 2 Section 10. Copies of Work Product. 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. 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. 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 damages arising from the negligence, recklessness, or willful misconduct of Consultant in Consultant's performance of tasks under this agreement. Section 13. Insurance. 13.1 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 as required by law in the State of California. 13.2 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit proof of insurance to the City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. 13.3 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. 3 0 0 13.4 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 13.5 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 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. 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: Director of Administrative Services To Consultant: The Wild Horse Group Attn: William Huber 32021 Paseo Amante San Juan Capistrano, CA. 92675 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. 4 0 0 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By. Q+ --,4,7E 04—, Dave Adams, City Manager CONSULTANT APPROVED AS TO FORM: John R. Sh , ity Attorney William Huber, Wild Horse Group I.7 0 0 EXHIBIT A Scope of Services The following are potential areas of work under the scope of services. The city may request work under all or none of the categories and further retains the right to request other duties as mutually agreed to by the parties. Open Space Committee -work on general oversight of the committee, continue to prepare agendas and work with the Public Outreach Sub - Committee. GWRP-Lend assistance in the colored water issue. Take over the implementation of the consultant contract and oversee the final resolution between the plant and public works as an "independent' source. • Water Consolidation -Assist on the consolidation effort with the other agencies. This would involve preparing the letter RFP to the agencies, hiring outside assistance to review the details, contract oversight, meetings with staff, council, public informational meetings, dealing with other agencies and LAFCO. EXHIBIT B Fee Proposal/Exclusions The Wild Horse Group agrees to work for the city at an hourly rate of $125 per hour for a total contract not to exceed $25,000, unless mutually agrred to by the parties. Mailings and postage and other out of pocket costs not covered by the City will be charged as an additional cost plus 15%. Vehicle mileage at 0.33/mile will be charged in addition to the maximum fee stated above. 1.1 F1 32400 PASEO ADEIANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 RAX www, sanjuancapestrano. org TRANSMITTAL TO: The Wild Horse Group William Huber 32021 Paseo Amante San Juan Capistrano, CA 92675 DATE: July 10, 2007 Jrww IROAAARARR • A¢uutxm � 1461 1776 FROM: Maria Morris, Deputy City Clerk (949) 443-6309 MEMBERS OF THE CITY COUNCIL RE: Personal Services Agreement — Provide Various Professional Services An original executed agreement is enclosed for your record. SAM ALLEVATO THOMAS W. HRIBAR MARK NIELSEN JOE SOTO DR. LONDRES USO If you have questions concerning the agreement, please contact Dave Adams, City Manager (949)443-6314. 3110 Enclosure San Juan Capistrano: Preserving the Past to Enhance the Future 40 Printed on 100°o recycled paper