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11-0727_LYLES, RICHARD I._Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 27th day of July, 2011, by and between the San Juan Capistrano (hereinafter referred to as the "City") and. Richard 1. Lyles (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to serve as facilitator at City Council and Executive retreats; 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 the 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 September 30, 2011. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $10,000 incurred at a rate of $3000 per day, plus expenses. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit invoices based on total services which have been satisfactorily completed for such period. 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency'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 the City to eater 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 the 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 6. Time of Essence. Time is of the essence in the performance of this Agreement. K 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://e-verify.uscis.gov/enroll/. 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. 3 Section 13. Indemnity. Consultant shall indemnify, defend, and hold City, its officials, officers agents and employees harmless from and against any and all actions, claims, damages, expenses and liability which may arise as a result of the gross negligence or willful misconduct of Consultant in performing the Services hereunder, and excepting such claims, actions, or suits which arise as a result of the negligence or willful misconduct of the City, its officers, agents or employees. City shall hold harmless, indemnify, defend and hold Consultant from and against any and all actions, claims, damages, expenses and liability, including costs and attorney's fees, which may arise as a result of City's performance of its duties hereunder, and excepting such claims, actions or suits, which arise as a result of the gross negligence or willful misconduct of the 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. 14.1 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage in an amount not less than required by California State law. 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 Proof of Insurance Requirements. Prior to beginning any work under this Agreement, Consultant shall submit proof of insurance to the City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. M 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: Cathy Salcedo To Consultant: R. I. Lyles and Associates P. O. Box 612 Poway, CA 92074 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. 5 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 - Maria Morris, Cit'Clork APPROVED AS TO FORM: L cu Omar Sandoval, City Attorney F SAN dUAN CAPJSTRANO CONSULTANT C. Richard I. tyles nager Section I& Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shat[ be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), Section 99. 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, Maria Morris, City Clerk APPROVED AS TO FORM: Omar Sandoval, City Attorney CITY -QF SAN N CAP STRANO �r its n P.N6 it, -C if Manager CONSULTANT IK� Uy i Richard I. Lyles C* PERSONAL SERVICES AGREEMENT R. I, LYLES AND ASSOCIATES Exhibit "A" — Scope of Work 8.1.11 To conduct a City Council Retreat on July 27, 2011; an Executive Leaders Retreat on August 10, 2011; and a combined City Council/Executive Leaders Retreat on 'September 7, 2011, for the City of San Juan Capistrano. FEE SCHEDULE Business $4,000 per day + travel and expenses Non-profit and Government $3,000 per day + travel and expenses Organizations EXHIBIT A Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section ". Limitations Upon Subcontracting and Assignment, The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to eater 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 the 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. Farnillarily 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. l► Law,,. E -Verify. ec eon .. Compliance with L-e� x,,.,.._. 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 worm 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 htt :1/www.uscis. ov, or access the registration page at hftps://e-verify.uscis.gov/enroll/. 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 Vltork 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. 3 Section 13. Indemni . Consultant shall indemnify, defend, and hold City, its officials, officers agents and employees harmless from and against any and all actions, claims, damages, expenses and liability which may arise as a result of the gross negligence or willful misconduct of Consultant,in performing the Services hereunder, and excepting such claims, actions, or suits which arise as a result of the negligence or willful misconduct of the City, its officers, agents or employees. City shall hold harmless, indemnify, defend and hold Consultant from and against any and all actions, claims, damages, expenses and liability, including costs and attorney's fees, which may arise as a result of City's performance of its duties hereunder, and excepting such claims, actions or suits, which arise as a result of the gross negligence or willful misconduct of the 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. 14.1 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage in an amount not less than required by California State law. 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 Proof of Insurance Requirements. Prior to beginning any work under this Agreement, Consultant shall submit proof of insurance to the City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. 4 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 82675 Attm Cathy Salcedo To Consultant: R. 1. Lyles and Associates P. O. Sox 612 Poway, CA 92074 Section 17. Attorne s' 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. R 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. grog AnEgi int, 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: Maria Morris, City Clerk APPROVED AS TO FORM: uma4 Omar Sandoval, City Attorney CONSULTANT By: �" 4 Richard 1. Lyles 0 PERSONAL SERVICES AGREEMENT R. I. LYLES AND ASSOCIATES Exhibit "A" — Scope of Work 8.1.11 To conduct a City Council Retreat on July 27, 2011; an Executive Leaders Retreat on August 10, 2011; and a combined City Council/Executive Leaders Retreat on September 7, 2011, for the City of San duan Capistrano. FEE SCHEDULE Business $4,000 per day + travel and expenses Non-profit and Government $3,000 per day + travel and expenses Organizations Wf ii-litrl Today's Cate �Ailf / CIP No. (if any): Project Manager's Last Name: _Cathy Salcedo— Phone Extension- -6317 - Council or CRA Meeting Date (if applicable): APPROVING AUTHORITY: (Check One) Mayor ❑ CRA Chair x City Manager Transmittal Routing (Check All That Apply) ® City Attorney ® City Manager City Clerk Provide (1) executed original contract for each signing party, including the City. If the agreement is to be recorded — only (1) original will be recorded with certified copies going to other parties. Please provide the mailing address of any party to receive an agreement -- unless the mailing address is included within the body of the agreement: Name(s) Street City St Zi OTHER INSTRUCTIONS: Richard Lyles contract Please return to Cathy Form Date: 01-2004 D - 7 L EL� EVIDMU Of IIT MRAlilk.. STATE OF CMFt RNIA FARM E R5 2011 fi iasilred RICHARD LYLES POk IlBnIber: 14840€1858 'S€7FFICE PO BOX 612 Effivedate: 06/07/2ol i PO WAY, CA 42074-4612 fxpkaflW date: 12/07/2011 NAIC 111106M 21652 FARMERS INSURANCE EXCHANGE, LOS ANGELES, CALIFORNIA , an authorized California Insurer, in compliance with the California Financial Responsibility Act, certifies that It has Issued a policy in an amount not less than that required by the California Financial Responsibility Law for the described motor vehicle(s). V"D dasaiplitrl RKJSWO flxaxr 2007 LEXUS RX 350 4D 2WD 2T20)(31U97018276 RICHARD LYLE$ Agent name: Hai S Wilson a Phone no; (858)487.4$80 2500 10.10 Keep this mMf'ate to your vehicle at alt times. ArAQ t1 READ CAREFULLY THE CALIFORNIA FINANCIAL RESPONSIBILITY ACT, ISECTION 16820) OF THE VEHICLE CODE REQUIRES EMERY OWNER OR OPERATOR OF A VEHICLE SUBJECT TO THE REQUIREMENTS OF THE FINANCIAL RESPONSIBILI'T'Y ACT SHALL CARRY EVIDENCE OF FINANCIAL RESPONSIBILF17Y IN THE VEHICLE AT ALL TIMES. UNDER VEHICLE CODE (SECTION 16025) EVERY DRIVER INVOLVED IN AN ACCIDENT MUST PROVIDE EVIDENCE 017 FINANCIAL RESPONSIBILITY AT THE SCENE. FAILURE TO COMPLY IS AN INFRACTION AND SHALL BE PUNISHABLE BY A FINE OF NOT MORE THAN'I•V4O HUNDRED FIFTY DOLLARS ($250). What to do in case of accident I. Stop and check for injuries. Can an ambulance, if anyone is irgured. 2. Warn other drivers to prevent further damage. Set nares, Signal with flashlight at night. 3. Notify the police. Many times a passing driver or bystander will do this for you. 4. Gather the facts. Be sure to get the names of witnesses, as well as other pertinent information. (i.e. driver`s license number, insurance information and description of the other vehicle) S. Be careful what you say. Dont admit responsibility. Investigation may show you were not responsible. C Report to proper authorities. Each state has its own requirements for such reports. Know the law for your state and comply. 7. CONTACT HELPPOINT`b IMMEDIATELY1 FOR M -HOUR CLAIMS SERVICE, CALL US TOLL FREE AT 1-800-HELPPOINT (1-80-435-7764) FOR ASSISTANCE. PARA ESPAIROL LLAME AL 1-877-RECLAMO (1-877-732-5266). FAMPS ftH04ti6f GNUP OF UMM113 • 00 VAI.S TE BLVD, LOS ANGEIfSSA 90010 I hereby affirm, under penalty of perjury under the laws of the State of California, as follows (initial one): certify that while performing the services required by my agreement with the City of San Juan Capistrano or the San Juan Capistrano Community Redevelopment Agency, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California. I agree that if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall immediately comply with the provisions of Section 3700. I have and will maintain workers' compensation insurance as required by Section 3700 of the Labor Code, while serving as an Independent Contractor providing leisure services/programs for the City of San Juan Capistrano. My workers' compensation insurance carrier and policy number are: Carrier (Original to follow) Policy No. I have and will maintain a certificate of consent to self -insure for workers' compensation, as provided by Section 3700 of the Labor Code, while serving as an Independent contractor providing leisure services/programs for the City of San Juan Capistrano. Failure to secure Workers` Compensation coverage is unlawful, and shall subject an employer to criminal penalties and civil fines up to $100,000, in addition to the cost of compensation and damages as provided for in Section 3706 of the Labor Code, interest, and attorney fees. Name of Declarant: Business Name: l «fin Executed this - day California. Signature: ��C� �[ C ..................................... IV of201 at` C (City), Agreement: , N nom. z�' i Agreement date: I hereby affirm, under penalty of perjury under the laws of the State of California, as follows (initial one): I certify that 1 am a sole practitioner and as such am not qualified to participate in the federal E -Verify program. I further certify that while performing the services or complying with the obligations required by the foregoing agreement with the City of San Juan Capistrano or the San Juan Capistrano Community Redevelopment Agency, should I employ any person in any manner so as to become qualified to participate in the E - Verify program, I shall immediately comply with the E -Verify provisions of the agreement. I certify that I and/or the organization for which I exercise management responsibilities does not employ individuals for wages or salary who provide or will provide services or activities required under the foregoing agreement with the City of San Juan Capistrano or the San Juan Capistrano Community Redevelopment Agency. I further certify that while performing the services or complying with the obligations required by the foregoing agreement, should I employ any person so as to become subject to the E -Verify provisions of the agreement, I shall immediately comply with the same. Name of Declarant: Business/Organization Name: Executed this day of 201 P at �� (City), _- California. Signature: 32400 PASEO At)ELANTO SAN JUAN CAMS'1"i»tANO, CA 92675 (349) 493-1171 (943) 493-1053 FAX www, sanjuancapistrrano. org TO: Richard 1. Lyles and Associates P.O. Box 612 Poway, CA 92074 DATE: August 8, 2011 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 MEMBERS OF THE CITY COUNCIL SARK ALLEVAi"O LAURA FREESE LARRY KRAMER DEREK REEVE JOHN TAYLOR RE: Personal Services Agreement — Facilitator at City Council and Executive Retreats Thank you for providing 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 (049) 443-6310, if you have questions concerning the agreement, please contact Cathy Salcedo, Executive Services Manager at (949) 4436317. An original agreement is enclosed for your records. Cc; Cathy Salcedo, Executive Services Manager San Juan Capistrano: Presen4ng the Past to F'nhance the 'Uture Chris!y ,saki From; Christy Jakl Sent: Monday, August 08, 2011 3:09 PM To: Catherine Salcedo Subject: Agreements (Townsend, Lyes & Muni Temps) Attachments: Townsend Agr.pdf; Lyles Agreement.pdf; Muni Temps Agr.pdf Hi Cathy, Attached are signed agreements for your records: Townsend, Lyles and Muni Temps, Thanks! Christi Jakl [deputy City Clerk City of San ,Tuan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6310 1 (949)493-1053 fax