07-0717_NATURE'S IMAGE, INC._Personal Services Agreement0 0
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this J�idy of J1 2007,
by and between the City of San Juan Capistrano (hereinafter referr d)dUs the "City")
and NATURE'S IMAGE, INC., (hereinafter referred to as "Consultant")'
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to provide habitat restoration maintenance services for the 760 S Reservoir
Project; 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 Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed no later than September 1, 2008.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall be for a not to
exceed fee of One Hundred Twenty -Six Thousand and Six Hundred Dollars ($126,600)
as set forth in Exhibit "A" (Year 2), attached and incorporated herein by reference.
3.2 Rate Schedule.
The services shall be billed to the City as set forth in Exhibit "A," attached and
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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.
Notwithstanding the payment terms outlined in Exhibit "A", 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 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 Assionment.
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.
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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. Consultant shall
complete the Scope of Services as set forth in the schedule included in Exhibit "A",
attached and incorporated herein by reference.
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.
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Section 12. Indemnity.
Consultant agrees to protect, and hold harmless City, its elected and appointed
officials and employees from any and all liabilities, expenses or damages of any nature,
including reasonable attorneys' fees, for injury or death of any person or damage to
property or interference with use of property resulting from errors and omissions
committed by Consultant arising from the negligent acts of Consultant, its agents,
employees and subcontractors in carrying out its obligations under this Agreement.
Section 13. Insurance.
Insurance required herein shall be valid for a minimum of one year, or term of
contract, whichever is longer, and it 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.
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;
$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
13.3 Worker's Compensation.
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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.
13.5 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.
13.6 Terms 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 Gensultent 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 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: Public Works Director
To Consultant: Michelle Caruana
Nature's Image, Inc.
20472 Crescent Bay Drive, Suite 102
Lake Forest, CA 92630
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 Aureement.
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.
ff:11311100111061,0 MEMO
CONSULTANT
By: LL�
Nat e's Image, Inc.
APPROVED AS TO FORM:
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' natures image
June 5, 2007
Mr. Peter Salgado
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
JUN l 8
Peter,
The cost proposal for Year 2 maintenance services for the 760 S
Reservoir Mitigation is $126,600. This includes the base maintenance
Nau:ms lunge. Inc.
services as outlined in our March 28, 2006 proposal as well as the
additional planting and irrigation as outlined in the May 2, 2007
memorandum from Jeffrey Froke. Attached for your review is a
o;•, r„, , I. rn. sze r, breakdown of these costs.
P 94 ,!V- 1 a;
If you have any questions, please feel free to call me at (949) 454-1225.
Sincerely,
Cor Gallag
Chief Estimator / Project Manager
EXHIBIT A
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naturesa.
20472 Crescent Bay Dr. Suite 102
Lake Forest, CA 92630
Company: City of San Juan Capistrano
ATTN: Peter Salgado
RE: 760 Mitigation & Adaptive Management
May 21, 2007
PROPOSAL
Task Unit Qty Unit Cost Extend Amt. Total
Planting:
Plant Installation LS 1 $25,140 $25,140.00 $25,140.00
Plug Installation LS 1 $2,040.00 $2,040.00 $2,040.00
Hydroseeding
Hydroseed 1.32 Acres LS 1 $6,508.00 $6,508.00 $6,508.00
Clearing:
Mow Access Rd (3x) LS 1 $1,250.00 $1,250.00 $1,250.00
Irrigation Installation:
Install Irrigation LS 1 $10,062.00 $10,062.00 $10,062.00
Total $45,000.00
Inclusions: Installation of (2,574) one gallon plants, installation of (7) five gallon plants, installation of (7)
fifteen gallon plants, Hydroseeding of 1.32 acres, seed materials from S & S seeds, hydroseed truck,
mowing of access rd. (.10 acres) 3 times per year for approximately 1 year, Installation of .77 acres of
irrigation.
Exclusions: Additional mobilizations, biological monitoring or reporting, remote control valves, backflow
valves, establishment of point of connection, additional clearing and grubbing, concrete work, electrical
work, erosion control or repair of erosion control and erosion problems, fencing, grading, jute netting, coir
fabric, straw wattles, BMP installation and/or maintenance, mulch, Mycorrhizae Inocculum, photos, plant
guarantee, plant protection, prevailing wage, rip rap, ripping, retention, reseeding, seed germination
guarantee, silt fencing, site protection, straw blowing, surveying, flagging of boundaries, soil amendments,
soil samples or testing, traffic control, cost of water, water source, point of connection, water meter, repair
due to acts of God, war, vandalism or neglect/damage by Owner or others, permits, bonds, insurance
endorsements or waivers of subrogation, prevailing wage. Any items not specifically mentioned in the
inclusions above.
Notes: Assume easy vehicle/equipment access. Assume work starting in June/July 2007, if not bid price
will increase. Natures Image, Inc. is a non-union company. Items not specified in this bid are neither
implied nor included. Need fully executed contract 7 days prior to start of work. This proposal shall become
an addendum to any contract with the terms set forth in this addendum which shall supersede any
conflicting terms in any other contract documents.
Bid Price: Good for 30 days Terms: Net 30 days
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Thank you for the opportunity to bid.
Sincerely,
NATURES IMAGE, INC.
Co allagher
Chief Estimator/Project Manager
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAx
www sanjuancapistrano. org
TRANSMITTAL
TO:
h�SCAN
t/9,,� IA[OAIORRi[0
• isin,useiR 1961
1776
Michelle Caruana
Nature's Image, Inc.
20472 Crescent Bay Drive, Suite 102
Lake Forest, CA 92630
DATE: August 16, 2007
FROM: Maria Morris, Deputy City Clerk (949) 443-6309
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
RE: Personal Services Agreement — Environmental Consultant Services for Avenida Placida
Slide Repair
Thank you for maintaining documentation confirming compliance with the terms of the
agreement related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949) 443-6309.
If you have questions concerning this agreement, please contact Eric Bauman, Water
Engineering Manager (949) 487-4312.
An original agreement is enclosed for your records.
Cc: Eric Bauman, Water Engineering Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
�� RinleO on 100% recycled paper
07/31/2007 14:12 9494541216
Qnatures image
July 31, 2007
Mr. Eric Bauman
City of San Juan Capistrano
32400 Paseo Adelanto
NaWres Image. Inc San Juan Capistrano, CA 92675
20477 Crescent Bay Or Via Fax. (949) 493-1053
NATURES IMAGE INC
•
Suite 102 Re: 760 S Reservoir Second Year Habitat Restoration Maintenance
Lake Forest, CA 92630 Services
P 949 454 1225
F 9494541215 Dear Mr. Bauman:
www.natures,,n4ge net Pursuant to the July 17, 2007 City Council meeting. Natures Image
CL720513 accepts the City recommend action to revise Section 14 of the above
contract to read:
"City aAd-6�shall have the right to terminate ...
Should you need anything further, please contact me at (949) 454-
1225.
cerely,
on obmson JUL 31 2001
Administrative Coordinator
Natures Image, Inc.
PAGE 01/01
RECAP: City of San Juan Capistrano •
July 17, 2007 Page: 7
achieve final approval by the State of California Department of Housing and
Community Development (HCD) at no additional cost to City above the
budget specked above" approved: Nielsen/Uso, 5-0.
9. Consideration of a Personal Services Agreement for Second -Year Habitat
Restoration Maintenance Services for the 760 S Reservoir Project
(Nature's Image, Inc.) (CIP No. 791) (600.30): Personal services agreement, in
the amount of $126,600, with Nature's Image, Inc. for second -year habitat
restoration maintenance services for the 760-S reservoir project, with
Section 14. Termination revised to read, "City and Censultawt shall have
the right to terminate .....,"approved: Nielsen/Hribar, 5-0
10. Consideration of Plans and Specifications for the Avenida Placida Landslide
Repair Environmental Restoration (Avenida Placida) (FEMA DR -1585) (600.30):
Plans and specifications for the Avenida Placida Landslide Repair
Environmental Restoration project approved, Staff directed to pursue
FEMA reimbursement for project environmental restoration; and the City
Clerk authorized to advertise the project for competitive bids:
Nielsen/Hribar, 5-0
11. Consideration of Request for Fee Waiver and Overnight Camping for the Use of
the San Juan Capistrano Sports Park Fields #1 and #2 on July 28-29, 2007
(American Cancer Society Relay for Life) (390.30): Request by the American
Cancer Society for overnight camping on July 28-29, 2007 at the San Juan
Capistrano Sports Park for the Relay for Life event, subject to conditions,
approved, a 100% fee waver in the amount of $1,200 approved; and the City
Manager authorized to administratively approve future Relay for Life fee
waivers for use of City facilities and overnight camping.
12. Consideration of Agreement for Consultant Services for Gang Prevention
Services (Pepperdine University) (600.30): Two-year agreement, from July 1
2007 to June 30, 2009, with Pepperdine University to provide consultant
services for gang prevention services, in an amount not to exceed
$119,080, approved.
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Consideration of Resolution Confirming the City Council's Action Regarding the
Appeal of Planning Commission Denial of Architectural Control (AC) 02-07
Modification No. 2, JSerra High School South Campus Sign Program and
Scoreboards (Randall Boone Signage, Lighting and Crane Service/Pueblo Serra
Worship Holdings) (410.60): Resolution No. 07-07-17-03 adopted, overturning
the Planning Commission denial and approving the applicant's request for
a sign program and scoreboards, as revised. Soto/Hribar, 3-2 (No: Nielsen,
Uso)
Bob King, 29422 Spotted Bull Way, encouraged the Council to place this
decision before the voters.
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AGENDA REPORT
TO: Dave Adams, City Manager 9�4,
FROM: Cindy Russell, Interim Public Works Director
• 07/17/2007
SUBJECT: Consideration of a Personal Services Agreement for Second -Year Habitat
Restoration Maintenance Services for the 760 S Reservoir Project
(Nature's Image, Inc.) (CIP#791)
RECOMMENDATION:
By motion, approve a Personal Services Agreement in the amount of $126,600 with
Nature's Image, Inc. for Second -Year Habitat Restoration Maintenance Services for the
760 S Reservoir Project.
SITUATION:
The 760 S Reservoir Project includes the construction of an initial four million gallon
(MG) water reservoir and a future four MG water reservoir to serve existing and future
developments in the southern portion of the City. The project site is located in the
City's South Open Space, at the head of Reservoir Canyon (Attachment 2).
In July 2006, the City completed construction of the initial four MG reservoir.
Construction of the project resulted in impacts to almost nine acres of existing native
habitat. Because of these impacts, the resource agencies have required the City to
restore almost 15 acres of native habitat. The City completed installation of the native
habitat areas in July 2006.
As part of the restoration effort, the City is required to maintain the native habitat areas
for a period of five years to ensure compliance with the resource agencies' success
criteria. Maintenance activities include weed abatement, irrigation, erosion control, as
well as plant protection and/or limited plant replacement. On February 28, 2006, staff
issued a Request for Proposals (RFP) for habitat maintenance services and selected
Nature's Image, Inc. (NI) as the best qualified consultant to perform the required
maintenance services.
Ni's 5 -year maintenance cost was approximately $360,000. However, instead of
awarding the entire amount, the City elected to award a one-year agreement for
$106,080 with an option to renew the agreement on an annual basis. This would allow
the City an opportunity to closely assess Ni's responsiveness and effectiveness as a
maintenance contractor. On June 20, 2006, the City awarded NI a personal services
Agenda Report • • July 17, 2007
Page 2
agreement for first-year maintenance services for a total of $106,080. NI has
maintained the native habitat areas since August 1, 2006, and their first-year
maintenance agreement is set to expire at the end of July 2007.
Over the last year, NI has performed well. Unfortunately, a 0.9 -acre portion of the 15 -
acre habitat restoration area did not yield positive results and will need to be replanted.
Based on the project biologist's assessment, this is due to a combination of damage
caused by off-road vehicles, and the vegetation simply not establishing despite
intensive irrigation and weed abatement efforts. The 0.9 -acre area will therefore need
to be re -planted as part of the second -year maintenance work.
Also, a portion of the Terminal Reservoir No. 3 (T3) wetlands mitigation was included in
the 760 S Reservoir restoration program. The T3 wetlands mitigation could not be
completed on the T3 site because of geotechnical constraints discovered during
grading activities. The inclusion of the T3 wetlands mitigation on the 760 S Reservoir
site resulted in the displacement of approximately 0.5 acres of native Coastal Sage
Scrub habitat. This acreage will therefore need to be re -planted and irrigated as part of
the second -year maintenance work.
Ni's cost for re -planting and installing supplemental irrigation for the 1.5 -acre area
mentioned above is $45,000. This cost will need to be added to their original second -
year maintenance cost of $81,600. This results in a total second -year maintenance
cost of $126,600. Staff finds Ni's second -year maintenance cost proposal to be
reasonable for the scope of work.
Staff also finds Ni's maintenance work to be more than satisfactory. Indeed, their
maintenance work has resulted in a more than 90% success rate. And, the need for re-
planting is not a result of poor performance, lack of effort or non -responsiveness on the
part of NI. Staff therefore recommends that NI be awarded a second -year maintenance
agreement (Attachment 1) for a total of $126,600.
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS
Not applicable.
FINANCIAL CONSIDERATIONS:
Given the additional cost of $45,000 for re -planting and supplemental irrigation, Ni's
total five-year maintenance cost increases from the original amount of $360,000 to
$405,000. The 760 S Reservoir project budget includes almost $500,000 for the five-
year maintenance and monitoring of the 760 S Reservoir habitat restoration areas. The
increase in Ni's total five-year maintenance cost can be covered within this budgeted
amount. A breakdown of Ni's five-year maintenance costs, including the revised
second -year cost is shown as part of the recommended agreement with NI (Attachment
1).
Agenda Report •
Page 3
NOTIFICATION:
Nature's Image, Inc.
RECOMMENDATION:
• July 17, 2007
By motion, approve a Personal Services Agreement in the amount of $126,600 with
Nature's Image, Inc. for Second -Year Habitat Restoration Maintenance Services for the
760 S Reservoir Project.
Respectfully s�u'bed�zr 7���_
, n
Cin y RusselM�
Interim Public Works Director
Attachments: 1. Personal Services Agreement
2. Location Map
Prepared by,
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PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _ day of 2007,
by and between the City of San Juan Capistrano (hereinafter referred to as the "City")
and NATURE'S IMAGE, INC., (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to provide habitat restoration maintenance services for the 760 S Reservoir
Project; 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 Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed no later than September 1, 2008.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall be for a not to
exceed fee of One Hundred Twenty -Six Thousand and Six Hundred Dollars ($126,600)
as set forth in Exhibit "A" (Year 2), attached and incorporated herein by reference.
3.2 Rate Schedule.
The services shall be billed to the City as set forth in Exhibit "A," attached and
1 ATTACHMENT
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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.
Notwithstanding the payment terms outlined in Exhibit "A", 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 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 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.
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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 B. Time of Essence.
Time is of the essence in the performance of this Agreement. Consultant shall
complete the Scope of Services as set forth in the schedule included in Exhibit W',
attached and incorporated herein by reference.
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.
3
41 0
Section 12. Indemnity.
Consultant agrees to protect, and hold harmless City, its elected and appointed
officials and employees from any and all liabilities, expenses or damages of any nature,
including reasonable attorneys' fees, for injury or death of any person or damage to
property or interference with use of property resulting from errors and omissions
committed by Consultant arising from the negligent acts of Consultant, its agents,
employees and subcontractors in carrying out its obligations under this Agreement.
Section 13. Insurance.
Insurance required herein shall be valid for a minimum of one year, or term of
contract, whichever is longer, and it 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.
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;
$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
13.3 Worker's Compensation.
12
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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.
13.5 Notice of CancellabonfTermination 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 Terms 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.
5
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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: Public Works Director
To Consultant: Michelle Caruana
Nature's Image, Inc.
20472 Crescent Bay Drive, Suite 102
Lake Forest, CA 92630
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
ATTEST:
Margaret R. Monahan, City Clerk
APPROVED AS TO FORM:
John R. Shaw, City Attorney
7
CITY OF SAN JUAN CAPISTRANO
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Sam Allevato, Mayor
CONSULTANT
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Nature's Image, Inc.
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June 5, 2007
Mr. Peter Salgado
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
c.ncs.3 Sincerely,
Cor Gallag
Chief Estimator / Project Manager
EXHIBIT A
Peter,
The cost proposal for Year 2 maintenance services for the 760 S
Reservoir Mitigation is $126,600. This includes the base maintenance
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services as outlined in our March 28, 2006 proposal as well as the
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additional planting and irrigation as outlined in the May 2, 2007
102
memorandum from Jeffrey Froke. Attached for your review is a
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breakdown of these costs.
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If you have any questions, please feel free to call me at (949) 454-1225.
tu„s :9a yrs
c.ncs.3 Sincerely,
Cor Gallag
Chief Estimator / Project Manager
EXHIBIT A
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natures t
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20472 Crescent Bay Dr, Suite 102
Lake Forest, CA 92630
Company. City of San Juan Capistrano
ATTN: Peter Salgado
RE: 760 Mitigation & Adaptive Management
May 21, 2007
PROPOSAL
Task Unit Qty Unit Cost Extend Amt. Total
Planting:
Plant Installation LS 1 $25,140 $25,140.00 $25,140.00
Plug Installation LS 1 $2,040.00 $2,040.00 $2,040.00
Hvdroseedino
Hydroseed 1.32 Acres LS 1
$6,508.00 $6,508.00
$6,508.00
Clearing:
Mow Access Rd (3x) LS 1
$1,250.00 $1,250.00
$1,250.00
Irrigation Installation:
Install Irrigation LS 1
$10,062.00 $10,062.00
$10,062.00
Total
$45,000.00
Inclusions: Installation of (2,574) one gallon plants, installation of (7) five gallon plants, installation of (7)
fifteen gallon plants, Hydroseeding of 1.32 acres, seed materials from S & S seeds, hydroseed truck,
mowing of access rd. (.10 acres) 3 times per year for approximately 1 year, Installation of .77 acres of
irrigation.
Exclusions: Additional mobilizations, biological monitoring or reporting, remote control valves, backflow
valves, establishment of point of connection, additional clearing and grubbing, concrete work, electrical
work, erosion control or repair of erosion control and erosion problems, fencing, grading, jute netting, coir
fabric, straw wattles, BMP installation and/or maintenance, mulch, Mycorrhizee Inocculum, photos, plant
guarantee, plant protection, prevailing wage, rip rap, ripping, retention, reseeding, seed germination
guarantee, silt fencing, site protection, straw blowing, surveying, flagging of boundaries, soil amendments,
soil samples or testing, traffic control, cost of water, water source, point of connection, water meter, repair
due to acts of God, war, vandalism or neglect/damage by Owner or others, permits, bonds, insurance
endorsements or waivers of subrogation, prevailing wage. Any items not specifically mentioned in the
inclusions above.
Notes: Assume easy vehicle/equipment access. Assume work starting in June/July 2007, if not bid price
will increase. Natures Image, Inc, is a non-union company. Items not specified in this bid are neither
implied nor included. Need fully executed contract 7 days prior to start of work. This proposal shall become
an addendum to any contract with the terms set forth in this addendum which shall supersede any
conflicting terms in any other contract documents.
Bid Price: Good for 30 days Terms: Net 30 days
•
Thank you for the opportunity to bid.
Sincerely,
NATURES IMAGE, INC.
Co allagher
Chief Estimator/Project Manager
11
THE CITY OF
SAN JUAN CAPISTRANO
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3000 6000 9000 Feet
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01
32400 PASEO ADELANTO
-
MEMBERS OF THE CITY COUNCIL
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAX
wwatsan uanca is7rnno.or�
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SAM ALLEVATO
THOMAS W. HRIBAR
MARK OESOTOLSEN
•
DR. LONORES USO
NOTIFICATION OF MEETING OF POTENTIAL INTEREST
OF THE SAN JUAN CAPISTRANO CITY COUNCIL
The City Council of San Juan Capistrano will meet at 7:00 p.m. on July 17, 2007 in the
City Council Chamber in City Hall, to consider: "Consideration of a Personal
Services Agreement for Second -Year Habitat Restoration Maintenace Services for
the 760 S Reservoir Project (Nature's Image, Inc) (CIP# 791)" — Item No. D9.
If you have specific thoughts or concerns regarding this item, you are encouraged to
participate in this decision making process. You can communicate with the City Council
through correspondence addressed to the Council and/or by attending the meeting and
speaking to the Council during the public meeting.
Correspondence related to this item must be received at the City Clerk's office by 5:00
p.m. on Monday, July 16, 2007 to allow time for the Council to consider its content.
If you would like to speak at the meeting, please complete a yellow "Request to Speak"
form found inside the entrance to the Council Chamber. This form is turned in at the
staff table, just in front of the Council dais. You will be called to speak by the Mayor
when the item is considered.
You have received this notice at the request of the City staff member Peter Salgado,
Senior Civil Engineer. You may contact that staff member at (949) 443-6366 with any
questions.
The agenda, including agenda reports, is available to you on our web site:
www.sanivancapistrano.org. If you would like to subscribe to receive a notice when
agendas are posted to the web site, please make that request by sending an e-mail to:
citvclerk a()sanivancapistrano.or-g.
Meg Monahan, MMC
City Clerk
cc: Nature's Image, Inc; Cindy Russell, Interim Public Works Director; Peter Salgado,
Senior Civil Engineer
Received staff report
San Juan Capistrano: Preserving the Past to Enhance the Future
10 Printed on 100% recycled paper
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 EAx
www. sanJuancopistrano. org
July 19, 2007
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• Eusem I 1961
1776
NOTIFICATION OF ACTION BY THE
CITY COUNCIL OF SAN JUAN CAPISTRANO
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
On July 17, 2007, the City Council of San Juan Capistrano met regarding:
"Consideration of a Personal Services Agreement for Second -Year Habitat
Restoration Maintenace Services for the 760 S Reservoir Project (Nature's Image,
Inc) (CIP# 791)" Item No. 139.
The following action was taken at the meeting: Personal services agreement, in the
amount of $126,600, with Nature's Image, Inc. for second -year habitat restoration
maintenance services for the 760-S reservoir project, with Section 14.
Termination revised to read, "City and GGRSultant shall have the right to
terminate .....," approved.
If you have any questions regarding this action, please contact Eric Bauman, Water
Engineer Manager at (949) 487-4312 for more detailed information.
Thank you,
%
Me on an, MMC
Ci Clerk
Cc: Nature's Image, Inc; Cindy Russell, Interim Public Works Director; Eric Bauman,
Water Engineer Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
�, Printed on 100% recycled paper