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09-1021_IS ARCHITECTURE, INC_Personal Services AgreementOCT 2 Q 2009 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this Z-1 day of 42��96X, _, 2009, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and IS Architecture (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant for preservation architectural and structural engineering construction administration support services during construction of the Montanez.Adobe Restoration and Seismic Retrofit 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. 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 June 30, 2010. Section 3. Compensation, 3.1 Amount. Total compensation for the services hereunder shall not exceed $15,2.90.00 total including expenses as set forth in Exhibit "A" 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. 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 Sco a 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. Familiaritywith Work and/or ConstructionSite:_ 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. K Section 9. Compliance with Law; E-Verif . 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 htt s.//www.vis-dhs.com/em to erre istration. 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. .k Section 11. Copies res 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 con.s.ent.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. 3 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 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 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 awned, hired and non - owned vehicles in an amount not less than one million dollars per occurrence 0 ($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 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 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 Reserved 14.6 Notice of Cancel latiion/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. 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: Teri Delcamp, Historic Preservation Manager To Consultant: lone Stiegler IS Architecture 5649 La Jolla Blvd. La Jolla, CA 92037 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. [SIGNATURE PAGE FOLLOWS[ R IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: City Clerk APPROVED AS TO FORM: ��4AAAAOM( Ao� City Attorne CITY OF SAN JUAN CAPISTRANO By: J e Tait, ity Manager CONSULTANT B Ione R. Stiegler, AIA, Pfincipal Architect N Exhibit "A" D ARCHITECTURE 93 ION P- -. Tft-QL (Z, AIZQHIT�QT, AIA October 13, 2009 Teri Delcamp --- Historic Preservation Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Subject: Montanez Adobe Construction Administration Additional Service Dear Teri, It is our understanding that The City of San Juan Capistrano would like our office involved in Construction Administration phase, Below is a line item cost estimate for these services, totaling in the amount of $18,290. IS Architecture has funds remaining in our current reimbursable expenses budget (in the amount of $400), which we wish to carry over to the Construction Administration phases. We will need to supplement this budget for reimbursable expenses by an additional $600. This is included in the cost break down below. .asks Principal Architect Project Architect Totals CONSTRUCTION ADMINSTRATION Phase. Construction Administration Principal Architect Project Architect Totals Start of Construction Meeting Site Visits (6 for Pnncipai, 10 for Project Architect) Close of Construction Meeting In Office Time {1.25 hour per week for 5 months} Structural Engineer Construction Administration - Melvyn Green & Associates 4 15 4 7 - 6 40 I 6 I 19 $3,360.00 Subtotal Hours Personnel Billie Rate 30 $170.00 71 $130.00 Subtotal Phase CO $5,100.00 $9,230.00 $17,690.00 Reimbursable Expenses Travel allowance: mileage at $0.585 per mile. - - $600.00 Subtotal Hours Personnel Billie g Rate Subtotal Phase $600.00 TOTAL ESTIMATED SERVICES $18,290.00 If this is acceptable, please let us know how best to formalize this agreement and proceed. Sincerely, Ione R. Stiegler., ATA Principal Architect PE-tDENTIAL W t115TORIC P)RE3ERVATION W QOMMERCIAL 5fk4�1 lwsi Je�Ila I3r ul rcl 1 a JE k>��, Califc -nia �) �ii37 (v)858-456-8555 (fj 858-456.8566 r w, archin erG rc.ce n Christx Jakl From: Christy Jakl Sent: Friday, December 11, 2049 12:30 PM To: Teri Delcamp Cc: Brenda Heskett Subject: IS Architecture Hi Teri, I have the IS Architecture agreement fully executed. The two copies I have are missing exhibit A. May I receive 2 copies of exhibit A prior to sending the agreement? Also, we have all their insurance documents and they are current but we do need their E -verify certificate. Thanks! C-rrisl-� Jakl Administrative Specialist, City Clerk's Office City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949) 443-6310 1 (949) 493-1053 fax Today's ©ate:_ 12/10/2009 Transmittal Routing (Check All That Apply) ® City Attorney z City Manager ® City Clerk CIP No. (if any): 07406 Montanez Adobe Project Manager's fast Name: Delcamp Phone Extension: 6330 Councilor CRA Meeting Date (if applicable): 1117109 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: Name(s) Street Cit St Zi OTHER INSTRUCTIONS: Please sign and forward to the next applicable department. Thank you. Form Date: 01-2004 D - 7 32400 FASEO AD 1„ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAx www sanluancallFstrano.org TRANSMITTAL Ione Stiegler IS Architecture 5649 La Jolla Blvd. La Jolla, CA 92037 DATE: December 15, 2009 !,� ® MEMBERS OF THE C[TY COUNCIL b_ i68i98AfFu SAM ALLEVATO EsiaEUSRFU ��� LAURA FREESE THOMAS W. HRIBAR 1776 s MARK NIELSEN • DR. LONDRES USO FROM. Christy Jakl, Administrative Specialist, City Clerk's Office (949) 443-6310 RE: Personal Services Agreement — Montahez Adobe Restoration & Seismic Retrofit Project Thank you for maintaining documentation confirming compliance with the terms of the agreement related to insurance. Keep in mind this documentation must remain current with our office during the term of this agreement. Please be aware, our office still needs to receive an E -verify certificate as outlined in your contract under Section 9. If you have questions related to insurance and E -verify requirements, please call me at (949) 443-6310. If you have questions concerning the agreement, please contact Teri Delcamp, Historic Preservation Manager at (949) 443-6330. An original agreement is enclosed for your records. Cc. Teri Delcamp, Historic Preservation Manager San .luau Capistrano: Presetrving the Past to Enhance the Future �� Printed or 100% recycled paper