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10-0420_OSTENSEN, DEREK_Personal Services Agreement0 0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this gj Ih day of April 2010, 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 application 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 $10,000 (ten thousand dollars and no cents), as set forth in Exhibit "B," attached hereto and incorporated herein by reference. The City Manager may approve additional services costing not more than $50,000 (fifty thousand dollars and no cents) total. 0 0 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 K 0 0 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 ham://www.uscis.gov, or access the registration page at https://www.vis-dhs.com/emp]oyerregistration. 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. 3 0 0 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). n 0 0 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 Cancel lation/Term!nation 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 0 To Consultant: Derek Ostensen Derek Ostensen & Associates 1278 Glenneyre, Suite 260 Laguna Beach, CA 92651 Section 17. Attorneys' Fees. F 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. A 0 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM: (�q 11, &�' City Attorney CITY OF SAN JUAN CAPISTRANO By:� Joe it, City Manager CONSULTANT By: Derek Ostensen Derek Ostensen & Associates 1. EXHIBIT "A" E 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 coordinate meetings and materials to obtain agency funds endorsement of City open space projects so as to obtain 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. 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. 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. 0 EXHIBIT `B" 0 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 Section 6 Endangered Species June, 2010 Land and Water Conservation Funds June, 2010 Nature Education Facilities Grant July, 20.10 Habitat Conservation Fund October, 2010 Swayne and Marisla Foundations October, 2010 River Parkways November, 2010 Measure M (second tranche of funding) November, 2010 Five Star Restoration Program February, 2011 Orange County Community Foundation March, 2011 Prop 84 Parks and Recreation Grant March 2011 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 request of the City, and prior to making formal grant applications, Consultant will prepare preliminary information booklets, which include representative photos, text descriptions and maps, are valued by potential grantors as a way to learn more about potential funding opportunities. Once specific acquisitions and/or restorations are approved by the City Council, delivery of each marketing booklet will take approximately two weeks. page 2 of 3 C7 Budget 17J Task Hours Rate Budget Measure M Application 40.0 $95.00 $3,800 Additional Grant Applications 40.0 $95.00 $3,800 Grant Marketing Materials 10.0 $95.00 $950 Committee Meetings 15.3 $95.00 $1,450 105.3 Total $10,000 STATEMENT OF OFFER/TERMS OF AGREEMENT All work described in this proposal will be performed for an estimated not -to -exceed budget of $10,000. 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: C - Derek Ostensen, Derek Ostensenn & Associates page 3 of 3 • 4/20/2010 MEMORANDUM TO: Joe Tait, City Manage FROM: Steven Apple, AICP, Community Development Director F 79 Ldm SUBJECT: Consideration of a Proposed Scope -of -Work (SOW) with Derek Ostensen & Associates for Grant Writing and Open Space Conservation Services Related to the City's Open Space Acquisition and Restoration Efforts RECOMMENDATION By motion, authorize the City Manager to execute a contract extension 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 $10,000. SITUATION 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. Last September, the City retained Derek Ostensen & Associates to provide grant writing and open space conservation services with a focus on securing Measure M property acquisition and habitat restoration grants at a not -to -exceed contract cost of $25,000. Since the contract was executed, Derek Ostensen & Associates have completed the following work: Renewed Measure M (M2) Mitigation and Resource Protection Program Grants (Orange County Transportation Authority). • Secured revisions to the OCTA "Green Map" to include City -owned open space properties so that they may be eligible for potential Measure M grant funding. • Attended periodic meetings with OCTA staff and Conservation Biology Institute (CBI) members to monitor the grant program and City's grant request. • Prepared and presented additional supporting documentation to Orange County Transportation Authority (OCTA) staff. • Prepared and delivered presentations to OCTA staff and the Environmental Oversight Committee (EOC). Agenda Report • Page 2 Aoril 20 2010 Secured designation of the Saddleback Valley Christian School property as a priority acquisition with M2 funds. Habitat Conservation Fund Program Grant (State of California). • Reviewed and evaluated the Habitat Conservation Fund Program grant guidelines to determine grant eligibility and determined that City -owned open space lands would be eligible for funding consideration. • Attended and presented to the Open Space Committee (OSC) and City Council on recommendations to pursue HCF grant funding. • Prepared and submitted a complete Habitat Conservation Fund Program grant application to the State of California for riparian habitat restoration of a portion of the Shea property. • Recently provided supplemental information to the State of California, Office of Grants and Local Services (OGALS) to support the City's grant application. Proposition 84 Grant Program, Statewide Park Development and Community Revitalization Program of 2008 (California) • Attended State of California conducted public workshop on the Proposition 84 Grant Guidelines. • Prepared a preliminary evaluation of City open space and parks projects to determine their potential funding eligibility under this grant program. • Provided recommendations to the staff on open space and parks projects to determine their potential funding eligibility under this grant program. • Prepared and submitted grant applications for two of the City Council -designated grant projects including the Northwest Open Space, Phase 1A Improvements and Stonefield. Endangered Species Act (ESA) Section 6 Grants (United State Fish & Wildlife Service (USFWS). • Evaluated the funding potential of this program and determined that certain open space lands, especially riparian corridors, are eligible for grant application consideration. At this time, the original contract funding has been almost completely expended in large part due to the amount of effort required to provide supporting documentation on the City's Measure M grant submittals. As a result, staff has requested and Mr. Ostensen has submitted a supplemental proposal for continuing grant assistance services to the City with a total cost of $24,985. Mr. Ostensen's efforts have been substantial and instrumental in the City being able to successfully compete for available grants, especially the Measure M grant funds. While final decisions have not been made on the award of such funds, the City remains under consideration for potential funding while other Citys' requests are no longer being Agenda Report • • Page 3 April 20 2010 considered. Furthermore, at this time, the City is proceeding with the preparation of Proposition 84 Nature Education Facilities (NEF) grant applications for four City projects that are due for submission to the State with a July 1, 2010 submittal date and Mr. Ostensen's grant writing skills would be beneficial to that effort. Because the current City-wide CORE re -organization effort could result in designating current staff or hiring new staff to handle open space and grant writing efforts, it would be pre -mature to commit to an extended contract at this time. Consequently, staff recommends that the City Council authorize a $10,000 contract extension that will allow continued efforts on Measure M and the State's Proposition 84 Grant Program until the CORE program is completed and implemented. 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 extension 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 $10,000. Respectfully submitted, Steven A. App , AI Community Development Director Prepared by: William A. Ramsey, AICP 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 April 2010, 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 application 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 $10,000 (ten thousand dollars and no cents), as set forth in Exhibit "B," attached hereto and incorporated herein by reference. ATTACHMENT 0 0 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 Subcontractina 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 0 0 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-Verifv, 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/employerregistration. 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. 3 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). 4 0 0 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 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 0 0 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. 9 0 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO 0 Joe Tait, City Manager CONSULTANT M ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Derek Ostensen Derek Ostensen & Associates 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 coordinate meetings and materials to obtain agency funds endorsement of City open space projects so as to obtain 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. 0 0 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 Section 6 Endangered Species June, 2010 Land and Water Conservation Funds June, 2010 Nature Education Facilities Grant July, 2010 Habitat Conservation Fund October, 2010 Swayne and Marisla Foundations October, 2010 River Parkways November, 2010 Measure M (second tranche of funding) November, 2010 Five Star Restoration Program February, 2011 Orange County Community Foundation March, 2011 Prop 84 Parks and Recreation Grant March 2011 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 request of the City, and prior to making formal grant applications, Consultant will prepare preliminary information booklets, which include representative photos, text descriptions and maps, are valued by potential grantors as a way to learn more about potential funding opportunities. Once specific acquisitions and/or restorations are approved by the City Council, delivery of each marketing booklet will take approximately two weeks. page 2 of 3 LJ Budget Task Hours Rate Budget Measure M Application 40.0 $95.00 $3,800 Additional Grant Applications 40.0 $95.00 $3,800 Grant Marketing Materials 10.0 $95.00 $950 Committee Meetings 15.3 $95.00 $1,450 105.3 Total $10,000 STATEMENT OF OFFER/TERMS OF AGREEMENT All work described in this proposal will be performed for an estimated not -to -exceed budget of $10,000. 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 (SOV) without prior written authorization. Derek Ostensen, Principal, is the individual authorized to bind the offer made above. Offer Presented By: i Derek Ostensen, Derek Ostensen & Associates page 3 of 3 32400 PASEO ADEIANTO SAN JUAN CAPISTRANO, CA 92675 (949) 4931171 (949) 4931053 FAX www.sanjuancapistrano.org TRANSMITTAL TO: Derek Ostensen Derek Ostensen & Associates 1278 Glenneyre, Suite 260 Laguna Beach, CA 92651 DATE: May 10, 2010 )> IUtw1011f11 • [SIAIOSIFI 1 1161 1776 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 RE: Personal Services Agreement — Grant Funding Application Process MEMBERS OF THE CIT' COUNCIL SAM ALLEVATO LAURA FREESE THOMAS W. HRIBAR MARK NIELSEN DR. LONDRES USO Thank you for maintaining documentation confirming compliance with the terms of the agreement related to insurance. Please keep in mind this documentation must remain current with our office during the term of this agreement. If you have questions related to insurance requirements, please call me at (949) 443-6310. If you have questions concerning the agreement, please contact William Ramsey, Principal Planner at (949) 443-6334. An original agreement is enclosed for your records. Cc: William Ramsey, Principal Planner San Juan Capistrano: Preserving the Past to Enhance the Future 0% Printed on 100%recyded paper Today's Date: " I /w Z 10 0 0 CONTRACT TRANSMITTAL Transmittal Routing (Check All That Apply) City Attorney CIP No. (if any): Project Manager's Last Name:�', rr', Phone Extension: 33 Council or CRA Meeting Date (if applicable): Y1 -1-0/! D APPROVING AUTHORITY: (Check One) ❑ Mayor ❑ CRA 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 city St I Zi OTHER INSTRUCTIONS: C)M", oCue 6+,r 4.c 4-oe� a A Form Date: 01-2004 D-7