06-1101_LSA ASSOCIATES, INC_Personal Services Agreement0
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into thisday of
20C7,by and between the City of San Juan Capistrano (hereinafter referred to as the
"City") and LSA Associates. Inc. (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to assist in the development, administration and processing of the City's "Go
Local" 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 by no later than April 2007
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall not exceed
Ten Thousand Dollars ($ 10.000), 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 City at the hourly rate set forth in Exhibit
"B" attached and 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.
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 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.
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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 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.
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.
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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 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.
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 errors and omissions committed by
Consultant arising out of or in connection with 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:
$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.
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:
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$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 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 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 City's General Counsel 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.
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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: Director of Administrative Services
To Consultant: LSA Associates, Inc.
20 Executive Park, Suite 200
Irvine, CA 92614
Attn: Mr. Les Card
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").
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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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By:
ATTEST:
—4� wj� 2-- (/-�
arg ret R. Monahan, City Clerk
A ROVED AS TO FORM:
John R. I
aw, City Attorney
P:\CSJ0603\PersonalSeNicesAgreement 10-06.doc
,CEO
LSA
LSA ASSOCIO INC.
10 EXECUTIVE PARK, SUITE 300
IRVINE, CALIFORNIA 91614
September 26, 2006
Mr. Bill Huber
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
949.553.o666 TEL
949.553.6-76 FAX
0
BERKELEY
COLMA
FORT COLLINS
PALM SPRINGS ROCKLIN
POINT RICHMOND SAN LUIS OBISPO
RIVERSIDE
Subject: Professional Services Proposal — On -Call Services For "Go Local" Program
Dear Bill:
LSA Associates, Inc. (LSA) is pleased to present this proposal to assist the City of San Juan
Capistrano (City) in the preliminary development, administration, and processing of the City's "Go
Local" project. As you know, the Orange County Transportation Authority (OCTA) issued a call for
projects for City -initiated extensions to Metrolink. Each city within Orange County may receive
$100,000 for this effort. This program provides an opportunity for multiple cities to join together in
developing a project that will benefit the surrounding area as it relates to transit and connectivity to the
Metrolink system.
LSA is available to prepare the necessary agreements, letters, and documentation to OCTA for the
City's Go Local project, as well as facilitate meetings and discussion between City staff and the Cities
of San Clemente and Dana Point. LSA will act as an extension of City staff for these services.
Specific services LSA will provide include the following:
Coordination of a meeting between City, Dana Point, and San Clemente staff to strategize on ways
to provide transit connections to the Metrolink station. LSA will schedule, attend, and lead the
discussion at this meeting with City staff and prepare a meeting summary. The result of this
meeting will define the project concept and provide direction for preparation of the additional
materials requested by OCTA.
• Preparation and submittal of the Project Concept to OCTA, which includes the following
components:
1. Study Type Form — identifies the type of analysis to be performed for the Project Concept.
2. Project Overview — describes the Project Concept in a 250-300 word overview. The narrative
should include who will be involved, what is being analyzed, where the study area is, why the
project was selected, and how the cities expect to do the work.
3. Partners — preparation of the letters of agreements between the City and the Cities of San
Clemente and Dana Point. This is required should the three cities combine their Go Local
funds for the project. The letter should cover what the name of the project concept is; how
much money each city is contributing; how many cities are involved and who the lead city is;
identification of shared responsibilities and the responsibilities of the lead city; and
09126/05,,H \KENVAF1LES\Go Lo Lpro.doc»
PLANNING I ENVIRONMENTAL SCIENCES I DESIGN
LSA ASSOCIATES. INC. • •
acknowledgement that the parties understand that OCTA will not resolve any disagreements
that may arise among the parties, including scope, financing, and deliverables.
4. Cooperative Agreement — LSA will draft the Cooperative Agreement between the City and
OCTA. A sample has been provided by OCTA.
Upon submittal of the Project Concept to OCTA and the execution of the cooperative agreement,
the City can move forward with the analysis. LSA will assist the City in preparing a Request for
Proposals (RFP) for qualified firms to bid on the Project Concept analysis. The qualified firm will
be responsible for the technical analysis, the six-month progress report to OCTA, and preparation
of the final report to OCTA by December 31, 2007.
LSA will attend up to three additional meetings with City staff (not including the meeting with all
cities).
LSA will prepare draft staff reports, resolutions, and transmittal letters for staff, the Planning
Commission, and/or City Council upon request.
LSA proposes to accomplish the proposed work on an hourly basis, consistent with the attached rates,
for an estimated not to exceed amount of $10,000, which will not be exceeded without the City's prior
authorization. LSA will initiate this work based upon your authorization to proceed.
LSA appreciates this opportunity to be of continued service to the City and look forward to assisting
you on this project.
Sincerely,
LSA ASSOCIATES, INC.
es Care
Prcif
Attachment: Schedule of Standard Contract Provisions and Billing Rates
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LSA ASSOCIATES. INC.
LSA IN-HOUSE DIRECT EXPENSES
LACORP\contrea.doc 09/25l06N
Unit Cost
Reproduction
$0.10 per page
Color Reproduction (8.5 x 11)
$1.00 per page
Color Reproduction 11 x 17
$3.00 per page
Mileage
Road
$0.445 per mile
Off -Road
$0.595 per mile
Facsimile
$1.00 per page
Plotting
$5.00 per linear ft.
Diazo Printing
$0.20 per sq. ft.
Film (developing billed separately as a direct cost)
$5.00 per roll
Disposable camera and film (developing billed separately as a direct cost)
$10.00 per camera
Search of Specialized Data Bases
$100.00 per in ui
GPS Unit
$100.00 rda
Aerial Photos
$200.00 er hoto
LACORP\contrea.doc 09/25l06N
•
32400 PASEO ADro_ANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAx
www.sanjuancapastrano. org
TRANSMITTAL
TO:
Ms. Shawna Schaffner
Culbertson Adams and Associates, Inc.
85 Argonaut, Ste 220
Aliso Viejo, CA 92656
IIa«gw, �
Into III AIifA
arAulsem � 1961
1776
FROM: Meg Monahan, MMC — City Clerk (949) 443-6308
MEMBERS OF THE CITU COUNCIL
SAM ALLEVATO
DIANE BATHGATE
W VATT HART
JOE SOTO
DAVID M. SWERDLIN
RE: Personal Services Agreement — Environmental consultant services for Terminal Reservoir
No. 3 project.
An original, executed agreement is enclosed for your records.
Please work in coordination with Peter Salgado, Senior Civil Engineer (949) 443-6366 to
complete the scope of work.
Thank you,
CC:
Peter Salgado, Senior Civil Engineer
John Elwell, Interim Public Works Director
San Juan Capistrano: Preserving the Past to Enhance the Future
CITY CLERK'S DEPARTMENT - ACTION REMINDER
TO: Bill Huger, Assistant City Manager
FROM: Christy Swanson, Secretary DATE: March 1, 2007
SITUATION:
On November 1, 2006, the City of San Juan Capistrano entered into a Personal Services
Agreement with LSA Associates, Inc to assist in the development, administration and
processing of the City's "Go Local" Project.
ACTION REQUESTED:
Said Agreement states services shall be completed by no later than April 2007.
Please notify our office if agreement has been completed or will be extended.
ACTION T�O/BE TAKEN:
Re e*eE &-X7-dVV aPrle, QGj
DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN:
/%o 2
SIGNATURE OF OFFICIAL TAKING ACTION:
DATE SIGNED:
***FOR CITY CLERK'S DEPARTMENT USE ONLY***
Tickler Date: 03/01/07
Deadline Date: 04/01/07
(600.30/LSA)
ld 11 IiLCKA a UC K I mmv 1- PL, IJAJJN R MI UCR
TO: -13�, A
I,
FROM: Christy Swanson, Secretary DATE: September 1, 2007
SITUATION:
CDT1 C -E
4�4\(71
On November 1, 2006, the City of San Juan Capistrano entered into a Personal Services
Agreement with LSA Associates, Inc to assist in the development, administration and
processing of the City's "Go Local" Project.
ACTION REQUESTED:
Said Agreement states services shall be completed by no later than April 2007.
On March 13, 2007, said agreement extended to October 1, 2007.
Please notify our office if agreement has been completed or will be extended.
ACTION TO BE TAKEN:
0(i o7
� x
DATE WHEN NEXT ACTION {S ULD BE' TAKEN:
SIGNATURE OF OFFICIAL T KIN ACTIONS
DATE SIGNED: y / O
***FOR CITY CLERK'S DEPARTMENT USE ONLY***
Tickler Date: 03/01/07 09/01/2007
Deadline Date: 04/01/07 10/01/2007
(600.30/LSA)
QUINNG&B VEST
Please... To:
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