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07-0816_CHAMBERS GROUP, INC_Personal Services Agreement0 0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this LYday of du 9S 2007, by and between the City of San Juan Capistrano (hereinafter referrbA to as the "City") and CHAMBERS GROUP, INC., (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide environmental consultant services for the Avenida Placida Slide Repairs; 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 by no later than July 31, 2008. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed Sixteen Thousand, Six Hundred Eighty Nine Dollars ($16,689.00) for per unit prices as set forth in Exhibit 'A" attached and incorporated herein by reference. 3.2 Rate Schedule. 0 0 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 tyr at reasonable times to City.�ar al ( — 6a- Ra4Cf-ials PO- JKCP ' 44CMl , 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 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. 2 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. 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. M 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 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. "F av ay#newk is reLzc4t5evvicrf. Section 13. 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 14. 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. 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. 0 0 0 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 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 to the City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the Clerk of the Board's office for certification that the insurance requirements of this Agreement have been satisfied. 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. 0 0 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 cure 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: Public Works Director To Consultant: Mike McEntee Chambers Group, Inc. 17671 Cowan Avenue, Suite 100 Irvine, CA 92614 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. 0 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. APPROVED AS TO FORM: John haw, City Attorney r1 CITY OF SAN JUAN CAPISTRANO By: + GAZ*�' David F. Adams, City Manager CONSULTANT 0 (Dchambers Groupe' i'nhYng Frvoiro,oucnad (1m/Innges 17671 Cowan avenue, Suite 100 Irvine_ C-,alifornia 9614 949 - 261-5411 tel 9419 • 261-8950 1 a Eric Bauman City of San Juan Capistrano, Public Works Department San Juan Capistrano, CA 92675 0 July 10, 2007 (07-206) Re: proposal to provide additional biological services for the compensatory mitigation of the Avenida Placida Lower Landslide Geo stabilization project in the city of San Juan Capistrano, Orange County, California. Dear Mr. Bauman: Chambers Group, Inc. is pleased to submit its proposal to the city of San Juan Capistrano Public Works Department to provide additional biological services for the compensatory mitigation of the lower landslide Geo stabilization project in the city of San Juan Capistrano Orange County, California. Scope of work Chambers group proposes to provide the following services: ➢ Implementation of the upland compensatory mitigation plan ➢ Agency coordination, meetings and project management Task 1: Implementation of restoration plan Chambers Group will coordinate with the contractor and monitor weed abatement and installation. Our staff will closely monitor one round of chemical treatment, plant delivery and installation. We assume that six nine -hour days will be required to monitor the first round weed abatement activities, one day for plant delivery and 10 nine hour days to monitor the plant and dry water installation. This monitoring will include a memo report to the city. This memo report will contain up to 15 pages of text and five graphics. This task also includes weekly inspections during the first 90 days after installation is complete. Note: additional reporting will be required by the agencies during the five year success -monitoring period. The scope does not include annual vegetation sampling or annual monitoring reports per agency permit conditions. Task 2: Coordination, meetings and project management Chambers Group will continue to coordinate with all parties involved in compensatory mitigation process; this includes coordination with agency representatives on both riparian and upland compensatory mitigation requirements, assistance with the preparation of landscaping bid documents, and coordination with the City. For the purposes of this cost estimate, we assume two eight-hour meetings with the city involving the participation of project manager and restoration specialist. Project management tasks are an essential element of any successful project. This task also includes ongoing coordination of work schedules, task management and billing procedures. Fee Tasks 1-2 $16,689.00 IRVINI • RE LANDS W SAN DIIRGO • BAKERSFIELD • RENO www. ehambers groupine. com Certifitd Diaahled Veteran Dimness Enterprise (MBE) EXHIBIT A 0 0 This cost is proposed on a fixed -fee basis and will not exceed the amount without authorization from the City. Additional services requested by the City that are not described in this scope of work will be performed on a time -and -materials basis. AUTHORIZATION This proposal was prepared by Chambers Group solely for your internal use in evaluating Chambers Group's business proposal and deciding whether or not to contract with Chambers Group to perform the services described in this proposal. Chambers Group considers the pricing and other business information the property of Chambers Group. This proposal and the information contained herein shall not be used for any purpose other than as specifically stated in this proposal and shall not be disclosed to any other party without Chambers Group's written consent. This scope of work will be performed under Chambers Group's General Terms and Conditions. If this scope of work and cost meet with your satisfaction, please execute one of the copies of this letter and return it to Chambers Group as our authorization to begin work. The schedule and cost quoted herein are valid for 30 days. Respectfully, CHAMBERS GROUP, INC. /I 1 ,;�i �rl r► Mike McEntee Project Manager Attachments: Commercial Terms/General Conditions Authorized By: Signature Date • 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX wwm sanjuancapestrano. org TRANSMITTAL TO Mike McEntee Chambers Group, Inc. 17671 Cowan Avenue, Suite 100 Irvine, CA 92614 DATE: August 16, 2007 �son }/��majyy' IRfAA1nRAifO • fslnmsnfR 1961 1776 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 ej Printed on 100% recycled paper