09-0901_OSTENSEN , DEREK_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this
day of September 2009, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and Derek Ostensen (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant to assist the City with
the grant funding process and associated activities related to the acquisition, management,
conservation and/or preservation of open space lands in the City of San Juan Capistrano;
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. 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 of this Agreement and
services required hereunder shall continue until notified that said services are no longer
required, subject to 15 days notice of termination.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $24,985
(twenty-four thousand, nine -hundred, and eighty-five dollars and no cents), as set forth in
Exhibit "B," attached hereto 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.
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 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.
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 and/or 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.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law: E -Verify.
9.1. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
9.2. E -Verify.
If Consultant is not already enrolled in the U.S. Department of Homeland Security's
E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the
effective date of this Agreement to verify the employment authorization of new employees
assigned to perform work hereunder. Consultant shall verify employment authorization
within three days of hiring a new employee to perform work under this Agreement.
Information pertaining to the E -Verify program can be found at hp://www.uscis.aov, or
access the registration page at hftps://www.vis-dhs.com/emploverregistration. Consultant
shall certify its registration with E -Verify and provide its registration number within sixteen
days of the effective date of this Agreement. Failure to provide certification will result in
withholding payment until full compliance is demonstrated.
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 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 elective 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 employees.
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 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 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-half million dollars per occurrence
($500,000.00).
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14.2 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.
14.3 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to City, except that
ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
14.4 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.5 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with all
insurance requirements of this Agreement.
Section 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 parry
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: William A. Ramsey, AICP, Principal Planner
To Consultant: Derek Ostensen
Derek Ostensen & Associates
1278 Glenneyre, Suite 260
Laguna Beach, CA 92651
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.
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.
CITY OF SAN JUAN CAPISTRANO
By:
oe T t, Interim City Manager
CONSULTANT
By:
Derek Os ensen
Derek Ostensen & Associates
A E
Cit C
EXHIBIT "A"
SCOPE OF WORK
for
City of San Juan Capistrano Open Space Master Plan
Grant Writing and Conservation Planning Services
1. Identify, Coordinate and Apply for Third Party Grant Funds
Rate - $95 per hour
a. Consultant will assist the City and its lobbyists with identifying all appropriate funding
sources from local, State and Federal sources for the purposes of acquiring, preserving,
managing and/or conserving open space lands within the City of San Juan Capistrano.
b. Consultant will provide guidance and recommendations to City staff, City Council, the
Open Space Committee and its Subcommittees, as requested/directed by City staff, to
determine potential projects for grant funding, including lands suitable or prioritized for
acquisition or restoration.
c. As directed by City staff, and in coordination with the City's open space lobbyists,
Consultant will identify potential grant funding sources, prepare grant application
materials and submittals, and be responsible for the timely submission of grant
applications to grant funding organizations/agencies.
d. Consultant will arrange and attend pre -application (grant) meetings and materials to
obtain agency staff support of funds endorsement of City open space projects so as to
obtain grant monies for targeted City acquisitions or restorations.
e. Consultant will prepare Measure M funding applications, including coordination with the
Measure M Environmental Oversight Committee, OCTA staff and City staff.
f. As determined necessary and as directed by the City on a case-by-case basis, Consultant
will prepare marketing materials for potential open space habitat restoration plans or open
space land easement/acquisitions so as to attract additional grant funding opportunities
and/or public support.
g. As requested by the City on a case-by-case basis, Consultant will review proposed
development plans for open space projects and identify potential and/or ongoing grant
funding opportunities for acquisitions and/or restorations associated with such projects.
h. As requested by City staff, Consultant will attend periodic Open Space Committee, OSC
Planning Subcommittee, and City Council meetings to provide status reports on
consultant work.
2. Assist with the Development of Restoration, Acquisition, and/or Use/Management
Plans for Acquired City Open Space Lands
Rate - $95 hour
As determined necessary and directed by the City staff, Consultant will work with City
staff and the Open Space Committee to create open space restoration and acquisition
plans, identify potential funding sources, and help coordinate restoration or enhancement
of open space properties identified by the City. The focus of such efforts will be on
developing restoration, acquisition, and use/management plans that meet local, State or
Federal grant funding criteria.
page 2 of 5
EXHIBIT "B"
SCOPE OF WORK DELIVERABLES
for
City of San Juan Capistrano Open Space Master Plan
Grant Writing and Conservation Planning Services
Potential Third Party Grant Applications
As directed by City staff with guidance from City Council and the Open Space Committee,
Consultant will coordinate with the City, and prepare and submit grant application materials
and submittals for appropriate grant funds, including but not necessarily limited to the
following potential grants opportunities:
Grant Deadline
Habitat Conservation Fund
October, 2009
Open Rivers Initiative
October, 2009
River Parkways
November, 2009
Measure M
December, 2010
Five Star Restoration Program
February, 2010
American Rivers Restoration
March, 2010
Orange County Community Foundation
March, 2010
Steelhead Fishery Restoration
May, 2010
Section 6 Endangered Species
June, 2010
Land and Water Conservation Funds
June, 2010
Coastal Conservancy Programs
Quarterly
Wildlife Conservation Board Programs
Quarterly
Storm Water Pollution Program
Quarterly
Consultant will be responsible for developing a schedule for the preparation of draft grant
applications and meeting all milestones with respect to preparing and submitting the draft
grant application, scheduling grant submissions for Open Space Committee recommendation
and City Council action, and submitting the complete grant applications to the appropriate
organization/agency prior to the grant deadline.
Grant Solicitation Marketing Materials
At the direction of City staff, and prior to making formal grant applications, Consultant will
prepare preliminary information booklets, which include representative photos, text
descriptions and maps, valued by potential grantors as a way for grantors to learn more about
potential funding opportunities involving San Juan Capistrano open space. Once specific
acquisitions and/or restorations are approved by the City Council, delivery of each marketing
booklet will take approximately two weeks.
page 3 of 5
Community Support
A key component of successfully attracting third party grant funds is obtaining additional
public and non-profit endorsement of the application. The following entities would be
appropriate sources of endorsement for City of San Juan Capistrano restorations and
acquisitions.
Entity Delivery of Letter
San Juan Open Space Foundation
November, 2009
County of Orange
November, 2009
Laguna Canyon Foundation
November, 2009
Nature Reserve of Orange County
November, 2009
Irvine Ranch Conservancy
November, 2009
The Nature Conservancy
November, 2009
Sea and Sage Audubon
November, 2009
Laguna Greenbelt
November, 2009
Trout Unlimited
November, 2009
The Great Park Corporation
November, 2009
City of Laguna Niguel
November, 2009
City of Ladera Ranch
November, 2009
City of Mission Viejo
November, 2009
Consultant will meet with the Boards, Executive Directors and staff of the above groups to
educate them on the benefits of San Juan Capistrano's conservation plans and solicit their
endorsement, which is crucial to open space grant applications, including Measure M. (note:
Irvine Ranch Conservancy's Marketing Booklet for their Measure M submission included over
10 of these endorsement letters which are a major component of their application).
Budget
Task
Hours
Rate
Budget
Measure M Application
130
$95.00
$12,350
Additional Grant Applications
60
$95.00
$5,700
Community Support
16
$95.00
$1,520
Committee Meetings
22
$95.00
$2,090
Marketing Materials
25
$95.00
$2,375
Restoration and Acquisition Plans
10
$95.00
$950
262
page 4 of 5
Total $24,985
STATEMENT OF OFFER/TERMS OF AGREEMENT
All work described in this proposal will be performed for an estimated not -to -exceed budget of
$24,985. This offer is valid for a period of sixty (60) days. These costs are based upon the
assumptions made on the scope of work for the project. I will perform no work that is outside
the approved scope -of -work (SOW) without prior written authorization. Derek Ostensen,
Principal, is the individual authorized to bind the offer made above.
Offer Presented By:
Derek Ostensen, Derek Ostensen & Associates
page 5 of 5
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• 9/1/2009
MEMORANDUM D11
TO: Joe Tait, City Manage !�
FROM: Steven Apple, AICP, ((Community Development Director
SUBJECT: Consideration of a Contract with Derek Ostensen & Associates for Grant
Writing and Open Space Conservation Services Related to the City's Open
Space Acquisition and Restoration Efforts
By motion, authorize the City Manager to execute a contract with Derek Ostensen &
Associates for grant writing and open space conservation services related to the City's
open space acquisition and restoration efforts not to exceed $25,000.
SITUATION
In November 2006, Orange County voters approved a renewal of the Y2 cent sales tax for
funding transportation improvements projects. Renewed Measure M, dubbed M2, is
projected by the Orange County Transportation Authority (OCTA) to raise $11.9 billion over
the thirty years life of the program.
In the Fall of 2008, OCTA allocated $243.5 million to mitigate the environmental impacts of
freeway improvements through the Mitigation and Resource Protection Program (MRPP)
and allocated $237.2 million to provide a competitive grant process through the
Environmental Cleanup Program to help local agencies clean up highway and street runoff
and meet Clean Water Act standards. Both programs are administered by oversight
committees to make recommendations to the OCTA Board of Directors on how each
program is to be designed and implemented.
OCTA's Environmental Oversight Committee (EOC) is now completing the details on
implementation of the Mitigation and Resource Protection Program (MRPP) and how the
$243.5 million will be spent for environmental mitigation. Recently, the EOC has
recommended to the OCTA board that 20% of MRPP funds be designated for open space
and habitat restoration and 80% be designated for open space acquisition. These funds
will be awarded through a competitive grant process.
The City's current and past open space bond efforts and open space acquisition uniquely
position the City to compete for matching grant funds for open space restoration and
acquisition. In order to compete for this grant funding, City staff have identified the need
for retaining expertise in the field of grant writing and open space conservation and have
secured a proposal for services from Derek Ostensen & Associates. Over the past six
years, Ostensen has successfully negotiated eight land acquisitions totaling 238 acres of
Agenda Report
Page 2 March 3. 2009
open space and has raised more than $150,000 in charitable contribution for Laguna
Canyon Foundation. Mr. Ostensen is uniquely qualified to assist the City in securing
approval of open space -related grants from not only OCTA's Mitigation and Resource
Protection Program (MRPP), but also other Federal, State, and non-profit grants.
FINANCIAL CONSIDERATIONS
The City has non-operating budget, reserve funding available to cover the cost of this
contract.
PUBLIC NOTIFICATION
Public notification is provided through posting of the meeting agenda.
RECOMMENDATION
By motion, authorize the City Manager to execute a contract with Derek Ostensen &
Associates for grant writing and open space conservation services related to the City's
open space acquisition and restoration efforts not to exceed $25,000.
Respectfully
Prepared by:
Steven A.e, P William A. Ramsey, AICP
Community Development Director Principal Planner
Attachment: Professional Services Agreement with Derek Ostensen & Associates.
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this
day of September 2009, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and Derek Ostensen (hereinafter referred to as the "Consultant').
RECITALS:
WHEREAS, City desires to retain the services of Consultant to assist the City with
the grant funding process and associated activities related to the acquisition, management,
conservation and/or preservation of open space lands in the City of San Juan Capistrano;
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. 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 of this Agreement and
services required hereunder shall continue until notified that said services are no longer
required, subject to 15 days notice of termination.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $24,985
(twenty-four thousand, nine -hundred, and eighty-five dollars and no cents), as set forth in
Exhibit "B," attached hereto and incorporated herein by reference.
ATTACHMENT 1
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.
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 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.
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 and/or 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
2
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.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law: E -Verify.
9.1. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
9.2. E -Verify.
If Consultant is not already enrolled in the U.S. Department of Homeland Security's
E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the
effective date of this Agreement to verify the employment authorization of new employees
assigned to perform work hereunder. Consultant shall verify employment authorization
within three days of hiring a new employee to perform work under this Agreement.
Information pertaining to the E -Verify program can be found at http://www.uscis.gov, or
access the registration page at https://www.vis-dhs.com/emploverre-gistration. Consultant
shall certify its registration with E -Verify and provide its registration number within sixteen
days of the effective date of this Agreement. Failure to provide certification will result in
withholding payment until full compliance is demonstrated.
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 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,
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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.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective 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 employees.
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 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 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-half million dollars per occurrence
($500,000.00).
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14.2 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.
14.3 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, norshall 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.
14.4 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.5 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with all
insurance requirements of this Agreement.
Section 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 used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: William A. Ramsey, AICP, Principal Planner
5
To Consultant: Derek Ostensen
Derek Ostensen & Associates
1278 Glenneyre, Suite 260
Laguna Beach, CA 92651
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.
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.
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF SAN JUAN CAPISTRANO
0
Joe Tait, Interim City Manager
CONSULTANT
0
7
Derek Ostensen
Derek Ostensen & Associates
EXIMIT "A"
SCOPE OF WORK
for
City of San Juan Capistrano Open Space Master Plan
Grant Writing and Conservation Planning Services
1. Identify, Coordinate and Apply for Third Party Grant Funds
Rate - $95 per hour
a. Consultant will assist the City and its lobbyists with identifying all appropriate funding
sources from local, State and Federal sources for the purposes of acquiring, preserving,
managing and/or conserving open space lands within the City of San Juan Capistrano.
b. Consultant will provide guidance and recommendations to City staff, City Council, the
Open Space Committee and its Subcommittees, as requested/directed by City staff, to
determine potential projects for grant funding, including lands suitable or prioritized for
acquisition or restoration.
c. As directed by City staff, and in coordination with the City's open space lobbyists,
Consultant will identify potential grant funding sources, prepare grant application
materials and submittals, and be responsible for the timely submission of grant
applications to grant funding organizations/agencies.
d. Consultant will arrange and attend pre -application (grant) meetings and materials to
obtain agency staff support of funds endorsement of City open space projects so as to
obtain grant monies for targeted City acquisitions or restorations.
e. Consultant will prepare Measure M funding applications, including coordination with the
Measure M Environmental Oversight Committee, OCTA staff and City staff.
f. As determined necessary and as directed by the City on a case-by-case basis, Consultant
will prepare marketing materials for potential open space habitat restoration plans or open
space land easement/acquisitions so as to attract additional grant funding opportunities
and/or public support.
g. As requested by the City on a case-by-case basis, Consultant will review proposed
development plans for open space projects and identify potential and/or ongoing grant
funding opportunities for acquisitions and/or restorations associated with such projects.
h. As requested by City staff, Consultant will attend periodic Open Space Committee, OSC
Planning Subcommittee, and City Council meetings to provide status reports on
consultant work.
Exhibit A
2. Assist with the Development of Restoration, Acquisition, and/or Use/Management
Plans for Acquired City Open Space Lands
Rate - $95 hour
As determined necessary and directed by the City staff, Consultant will work with City
staff and the Open Space Committee to create open space restoration and acquisition
plans, identify potential funding sources, and help coordinate restoration or enhancement
of open space properties identified by the City. The focus of such efforts will be on
developing restoration, acquisition, and use/management plans that meet local, State or
Federal grant funding criteria.
page 2 of 5
EXHIBIT "B"
SCOPE OF WORK DELIVERABLES
for
City of San Juan Capistrano Open Space Master Plan
Grant Writing and Conservation Planning Services
Potential Third Party Grant Applications
As directed by City staff with guidance from City Council and the Open Space Committee,
Consultant will coordinate with the City, and prepare and submit grant application materials
and submittals for appropriate grant funds, including but not necessarily limited to the
following potential grants opportunities:
Grant Deadline
Habitat Conservation Fund
October, 2009
Open Rivers Initiative
October, 2009
River Parkways
November, 2009
Measure M
December, 2010
Five Star Restoration Program
February, 2010
American Rivers Restoration
March, 2010
Orange County Community Foundation
March, 2010
Steelhead Fishery Restoration
May, 2010
Section 6 Endangered Species
June, 2010
Land and Water Conservation Funds
June, 2010
Coastal Conservancy Programs
Quarterly
Wildlife Conservation Board Programs
Quarterly
Storm Water Pollution Program
Quarterly
Consultant will be responsible for developing a schedule for the preparation of draft grant
applications and meeting all milestones with respect to preparing and submitting the draft
grant application, scheduling grant submissions for Open Space Committee recommendation
and City Council action, and submitting the complete grant applications to the appropriate
organization/agency prior to the grant deadline.
Grant Solicitation Marketing Materials
At the direction of City staff, and prior to making formal grant applications, Consultant will
prepare preliminary information booklets, which include representative photos, text
descriptions and maps, valued by potential grantors as a way for grantors to learn more about
potential funding opportunities involving San Juan Capistrano open space. Once specific
acquisitions and/or restorations are approved by the City Council, delivery of each marketing
booklet will take approximately two weeks.
page 3 of 5
Exhibit B
Community Support
A key component of successfully attracting third party grant funds is obtaining additional
public and non-profit endorsement of the application. The following entities would be
appropriate sources of endorsement for City of San Juan Capistrano restorations and
acquisitions.
Entity Delivery of Letter
San Juan Open Space Foundation
November, 2009
County of Orange
November, 2009
Laguna Canyon Foundation
November, 2009
Nature Reserve of Orange County
November, 2009
Irvine Ranch Conservancy
November, 2009
The Nature Conservancy
November, 2009
Sea and Sage Audubon
November, 2009
Laguna Greenbelt
November, 2009
Trout Unlimited
November, 2009
The Great Park Corporation
November, 2009
City of Laguna Niguel
November, 2009
City of Ladera Ranch
November, 2009
City of Mission Viejo
November, 2009
Consultant will meet with the Boards, Executive Directors and staff of the above groups to
educate them on the benefits of San Juan Capistrano's conservation plans and solicit their
endorsement, which is crucial to open space grant applications, including Measure M. (note:
Irvine Ranch Conservancy's Marketing Booklet for their Measure M submission included over
10 of these endorsement letters which are a major component of their application).
Budget
Task
Hours
Rate
Budget
Measure M Application
130
$95.00
$12,350
Additional Grant Applications
60
$95.00
$5,700
Community Support
16
$95.00
$1,520
Committee Meetings
22
$95.00
$2,090
Marketing Materials
25
$95.00
$2,375
Restoration and Acquisition Plans
10
$95.00
$950
262
page 4 of 5
Total $24,985
STATEMENT OF OFFER/TERMS OF AGREEMENT
All work described in this proposal will be performed for an estimated not -to -exceed budget of
$24,985. This offer is valid for a period of sixty (60) days. These costs are based upon the
assumptions made on the scope of work for the project. I will perform no work that is outside
the approved scope -of -work (SOW) without prior written authorization. Derek Ostensen,
Principal, is the individual authorized to bind the offer made above.
Offer Presented By:
Derek Ostensen, Derek Ostensen & Associates
page 5 of 5
Today's Date:_
CIP No. (if any):
9/1/2009
CONTRACT TRANSMITTAL
Transmittal Routing
(Check All That Apply)
® City Attorney
❑ City Manager
® City Clerk
Project Manager's Last Name: Ramsey Phone Extension: 6334
Council or CRA Meeting Date (if applicable): 9/01/09
APPROVING AUTHORITY: (Check One)
wMayor
EICRA Chair
City Manager
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 ity St Zi
OTHER INSTRUCTIONS:
Please sign and forward to the next applicable department. Thank you.
Form Date: 01-2004 D-7