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08-0603_GLENN LUKOS ASSOCIATES_Personal Services Agreement First AmdFIRST AMENDMENT TO PERSONAL SERVICES AGREEMENT THIS FIRST AMENDMENT TO THE PERSONAL. SERVICES AGREEMENT between the CITY OF SAN JUAN CAPISTRANO ("City") and Glenn Lukos Associates ("Consultant") is made and entered into, to be effective the IQ kday of July, 2010, as follows: RECITALS WHEREAS, the City and Consultant have entered into that Personal Services Agreement dated June 3, 2008 for additional biological resources services to support compliance with the California Environmental Quality Act (CEQA) for Capital Improvement Project 07107(formerly 122), Del Obispo Bridge Widening and Circulation Improvements (the "Agreement"); and WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained therein, City and Consultant agree to the amend Section 2 of the Agreement as follows: Section 2. Term. This Agreement will extend the contract completion date to December 31, 2010. All other provisions of the Agreement not amended hereunder shall remain in full force and effect. n 11 BY: ar andoval,JCity Attorney d© CITY OF SAN JUAN CAPISTRANO By: Tt3l City Manager CONSULTANT By: Glenn Lukos Associates Today's Dater 7 Z 1 / C (2 Transmittal Routing (Check All That Apply) ❑ City Attorney ❑ City Manager City Clerk CtP No(if any): 071 07 Project Manager's Last Name: Phone Extension: Council or CRA Meeting Date (if applicable): V�/?4, APPROVING AUTHORITY: (Check One) Ll Mayor ® CRA Chair City Manager lreS Provide (1) executed original contract for each signing party, including the City. if the agreement is to be recorded — only (1) original will be recorded with certified copies going to other parties. Please provide the mailing address of any party to receive an agreement — unless the mailing address is included within the body of the agreement: Names Street City St Zi 001&Gi f Forty Date: 01-2€304 D-7 0 7 5t, Oo e.L& PERSONAL SERVICES AGREEMENT �TH15 AGREEMENT is made, entered into, and shall become effect+vis day x;008, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Glenn Lukas Associates (GLA) (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to provide additional biological resources services to support compliance with the California Environmental Quality Act (CEQA) for Capital Improvement Project 122, Del Obispo Bridge Widening and Circulation Improvements, 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 incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit °A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than December 31, 2008. Section 33. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $25,140 (twenty-five thousand, one -hundred and forty dollars and no cents), as set forth in Exhibit "B" attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. C1P 122, Del Obispo Bridge Widening Personal Services Agreement 1. of 7 May 2003 3.3 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 S. 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. Chan es to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra 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. Familiarity with Work anchor Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed 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 the 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. CIP 122, De) Obispo Bridge Widening Personal Services Agreement 2 of 7 May 2008 C n Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall compiy with ail 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 99. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. 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. Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its eiecbve and appointive boards, officers, agents, 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 damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or CIP 722, Del Obispo Bridge Widening Personal Services Agreement 3 of 7 May 2008 11 employees. v This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. 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 VI I 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 an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 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 an amount not less than one million dollars per occurrence ($1,000,000-00). 14.3 Worker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the terra of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 goof of Insurance RequirementsiEndorsoment. Prior to beginning any work under this Agreement, Consultant shall submit the CiP 122, Uel Obispo Bridge Widening Persona( Services Agreement 4 of 7 May 2008 insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement naming City, its officers, employees, agents, and volunteers as additional insureds as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed Operations of Consultant, premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall not be required to maintain Errors and Omissions Coverage. 14.6 Notice of Cancellation/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. 14.7 Terms of Compensation. Consuitant shall not receive any compensation until all insurance provisions have been satisfied. 94.8 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 shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party 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 CIP 122, Del Obispo Bridge Widening Personal Services Agreement 5 of 7 May 2008 n used for delivery of service of process, To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn. To Consultant: Glenn C. Lukos, President Glean Lukos Associates 29 Orchard Lake Forest, CA 92630-8300 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. Disputa 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. This agreement voids and replaces the July 31, 2006 agreement between the City and Consultant. [SIGNATURE PAGE FOLLOWS] CIP 122, Del Obispo Bridge Widening Personal Services Agreement 6 of 7 May 2008 .7 C7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: (9-0 Ck�. Dave Adams, City Manager Glenn Lukas Associates By: Glenn C. Lukos, President ATTEST: <1hillMargar tnahan, City Clerk� �'f ■ P R i fir" nn t"zl/i A7,417Laa Omar SandNaY,Attorney Exhibits: Exhibit A, Scope of Work. . Exhibit B, Payment for Services. CiP 12�, Del Obispo Bridge Widening Personal Services Agreement 7 of 7 May 2008 32400 PASSO ADIELANTO SAN JUAN CA PISTEiANO, CA. 92675 (949) 493-1171 (949) 493-1053 FAx www sanjuaneopistrano. org c T � lfe Glenn Lukos Associates 29 Orchard Street Lake Forest, CA 92630 DATE: July 19, 2010 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 MEMBERS OF THE CBTY COUNCIL SAM ALLEVATO LAURA FREESE THOMAS W. HRISAR MARK NIELSEN DR. LONRRES USC] RE: First Amendment to Personal Services Agreement — Biological Resource Services to Support CEQA for the Del Obispo Bridge Widening and Circulation Improvement Project 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) 443-6310. If you have questions concerning the agreement, please contact Bill Ramsey, Principal Planner at (949) 443-6334. An original First Amendment is enclosed for your records. Cc: Bill Ramsey, Principal Planner; Nisha Patel, Associate Engineer; Ayako Rauterkus, Management Analyst San Juan Capistrano Preserving the Past to enhance the Future Printed on 100 % recycled paper