06-1024_CIVIC SOLUTION, INC_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of October, 2006, by
and between the City of San Juan Capistrano (hereinafter referred to as the "City") and
Civic Solutions, Inc. (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to continue administration of the 2004 HOME Owner -Occupied Rehabilitation
Program as described in the scope of work; 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 Exhibits "A and B," 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 June 30, 2007. At the
City's discretion, the City Manager may extend the term of this agreement for up to one
additional year to June 30, 2008.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall not exceed
Twenty -Five Thousand Dollars ($25,000.00).
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3.2 Rate Schedule.
The services shall be billed to the City at the hourly rate of $75. 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; and (2) 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 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 City Clerk's office for certification that the
insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancel lation/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.
14.8 Notice to Proceed.
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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: Planning Director
To Consultant: Civic Solutions. Inc.
31726 Rancho Viejo Road, Suite 223
San Juan Capistrano, CA 92675
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: -T- GAM -,—
David F. Adams, City Manager
CIVIC SOLUTIONS, INC.
Thomas G. Merrell, Principal
ATTEST:
an, City Clerk
PROVED AS TO FORM:
v /
John R. Sha v, City Attorney
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C. Scope of Work This section describes the key components of the work
to be completed.
Task 1 The First -Time Home Buyer Program provides second
First -Time Homebuyer mortgages of up to $45,000 to income -eligible first-time
Program Administration homebuyers in purchasing a home in the city. City
staff will handle program marketing, reviewing
applications, eligibility determinations, loan and escrow
document processing, wiring funds and filing liens.
CSI staff will be responsible for conducting home
inspections prior to close of escrow, preparing required
annual State reports, monitoring expenditures,
maintaining records pursuant to HOME regulations,
and preparing environmental documentation.
Our fee proposal is based on the assumption of 10
loans per year, one inspection per property, and one
annual report.
Task 2 The Owner -Occupied Housing Rehabilitation Program
Owner -Occupied Housing provides low-income single-family and mobile home
Rehabilitation Program owners with zero percent interest loans of up to
Administration $30,000 or $15,000, respectively, for health and safety
rehabilitation. CSI will be responsible for program
marketing, application review and eligibility
determinations, property inspections and work write-
ups, assisting with loan document and escrow
processing, lien processing and recording, preparing
State reports, monitoring expenditures and loan
payoffs, attending mandatory training sessions,
maintaining records per HOME program regulations,
and environmental documentation.
Civic Solutions, Inc.
Our fee proposal is based on the assumption of 40
loans @ $15,000/year instead of the 24 maximum
loans possible to allow for applicants who apply and
withdraw or are denied somewhere in the process.
EXHIBIT A
n
u
3. PROPOSED FEE SCHEDULE:
Fee Schedule
Senior Project Manager
L-A
$75/hour
civic z5omrrons, inc. Page 5
F-1
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Appendix IX -A
STANDARD CONTRACT LANGUAGE REQUIRED FOR ALL
CONTRACTS AND SUBCONTRACTS
The Civil Rights. BCD, and Age Discrimination Acts Assurances:
During the performance of this Contract, the Contractor assures that no otherwise
qualified person shall be excluded from participation or employment, denied program
benefits, or be subjected to discrimination based on race, color, national origin, sex, age,
or handicap, under any program or activity funded by this Contract, as required by Title
VI of the Civil Rights Act of 1964, Title I of the Housing and Community Development
Act of 1974, as amended, and the Age Discrimination Act of 1975, and all implementing
regulations.
2. State Nondiscrimination Clause:
a. During the performance of this contract, Contractor and its subcontractors shall
not unlawfully discriminate, harass, or allow harassment against any employee or
applicant for employment because of the following: race, religion, color, national
origin, ancestry, disability, medical condition, marital status, age (over 40) or sex.
Contractors and subcontractors shall insure that the evaluation and treatment of
their employees and applicants for employment are free of such discrimination
and harassment. Contractors and subcontractors shall comply with the provisions
of the Fair Employment and Housing Act (Government Code, Section 12900 et
sN.) and the applicable regulations promulgated there under (California Code of
Regulations, Title 2, Section 7258.0 et sea.) The applicable regulations of the
Fair Employment and Housing Commission implementing Government Code,
Section 12990 (a -f), set forth in Chapter 5 of Division 4 of Title 2 of the
California Code of Regulations are incorporated into this contract by reference
and made a part hereof as if set forth in full, Contractor and its subcontractors
shall give written notice of their obligations under this clause to labor
organizations with which they have a collective bargaining or other agreement.
b. This Contractor shall include the nondiscrimination and compliance provisions of
this clause in all subcontracts to perform work under the contract.
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EXHIBIT B
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Appendix IV -A
INSTRUCTIONS FOR CERTIFICATION REGARDING DEBARMENT
1. By signing and submitting this proposal, the prospective recipient of Federal assistance funds is
providing the certification as set out below.
2. The certification in this clause is a material representation of fact upon which reliance was
placed when this transaction was entered into. If it is later determined that the prospective
recipient of Federal assistance funds knowingly rendered an erroneous certification, in
addition to other remedies available to the Federal government, the Department of Labor
(DOL) may pursue available remedies, including suspension and/or debarment.
3. The prospective recipient of Federal assistance funds shall provide immediate written
notice to the person to which this proposal is submitted if at any time the prospective
recipient of Federal assistance funds learns that its certification was erroneous when
submitted or has become erroneous by reason of changed circumstances.
4. The terms "covered transaction" "debarred", "suspended," "ineligible," "lower tier
covered transaction," "participant," "person," "primary covered transaction," "principal,"
"proposal," and "voluntarily excluded," as used in this clause, have the meanings set out
in the definitions and coverage sections of rules implementing Executive Order 12549.
You may contact the person to which this proposal is submitted for assistance in
obtaining a copy of those regulations.
5. The prospective recipient of Federal assistance funds agrees by submitting this
proposal that, should the proposed covered transaction be entered into, it shall not
knowingly enter into any lower tier covered transaction with a person who is debarred,
suspended, declared ineligible, or voluntarily excluded from participation in this covered
transaction, unless authorized by the DOL.
6. The prospective recipient of Federal assistance funds further agrees by submitting this
proposal that it will include the clause titled "Certification Regarding Debarment,
Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered Transactions,"
without modification, in all lower tier covered transactions and in all solicitations for
lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that is not debarred, suspended, ineligible,
or voluntarily excluded from the covered transaction, unless it knows that the
certification is erroneous. A participant may decide the method and frequency by which
it determines the eligibility of its principals. Each participant may, but it is not required
to, check the List of Parties Excluded from Procurement or Non -procurement Programs.
8. Nothing contained in the foregoing shall be construed to require establishment of a
system of records in order to render in good faith the certification required by this
clause. The knowledge and information of a participant is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business
dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, if a
participant in a covered transactions knowingly enters into a lower tier covered
transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded
from participation in this transaction, in addition to other remedies available to the
Federal government, the DOL may pursue available remedies, including suspension
and/or debarment.
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Appendix IV -A
CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INELIGIBILITY, AND VOLUNTARY EXCLUSION
LOWER TIER COVERED TRANSACTIONS
State of California HOME Investment Partnership Program
NONDEBARMENT CERTIFICATION
This certification is required by the regulations implementing Executive Order 12549, Debarment
and Suspension, 29 CFR Part 98, Section 98.510, Participants' Responsibilities. The regulations
were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211).
(BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION)
(1) The prospective recipient of Federal assistance funds certifies, by submission of this
proposal, that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction by
any Federal department or agency.
(2) Where the prospective recipient of Federal assistance funds is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation to this
proposal.
Organization
Name & Title of Authorized Representative
Signature Date
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32400 PASEO ADELANTO
SAN JUAN CAPIS ANO, CA 92675
(949) 493-1171
(949) 493-1053 PAx
www.sanjuancapistrano.org
TRANSMITTAL
TO:
Civic Solutions, Inc.
31726 Rancho Viejo Road, Ste 223
San Juan Capistrano, CA 92675
Jwr„
/� IA[OAIAAAIfO
uruusAfA � 1961
1776 "
FROM: Meg Monahan, MMC — City Clerk (949) 443-6308
MEMBERS OF THE CITY COUNCIL
FAM ALLEVATO
DIANE BATHGATE
WYATT HART
JOE SOTO
DAVID M. SWERDLIN
RE: Administration of the 2004 HOME Owner -Occupied Rehabilitation Program
Enclosed: (1) executed, original Personal Services agreement as noted above.
If you have questions concerning the agreement, please contact Lynnette Adolphson,
Management Analyst II, (949) 443-6324.
CC: Lynnette Adolphson, Management Analyst II
Finance
San Juan Capistrano: Preserving the Past to Enhance the Future
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