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11-1031_IS ARCHITECTURE, INC_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this f day of October, 2011, 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 regarding the City's proposal to obtain historic preservation and architectural consulting services for the Blas Aguilar Adobe project (CIP No. 07403); 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 June 30, 2012. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $17,550 (Seventeen thousand five hundred fifty dollars 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. Invoices shall be addressed as provided for in Section 16 below. 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 the City. 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 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 the 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 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 Scol2e of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. 2 Section 9. Compliance with Law; E-Veri 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._qov, 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 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. 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 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 owned, hired and non - owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). El 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' 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 insured 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 Notice of Cancel!IationfTermination 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. 14.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.7 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 To Consultant: Ione 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] A IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM - 0 m'a r ORM: Omar 9 andro VaY, City Attorney N EXHIBIT A Blas Aguilar Exterior Improvements IS Architecture Cost Estimate Provide Architectural Services to Build: 1. Horno with lean-to roof 2. A wooden and stone well 3. Detail to identify a stone foundation Phase Principal Architect Project Manager Meetings (2 for Principal Architect / 3 for Project Manager) 6 12 Pre -Design 1 2 Schematic Design 1 4 Design Development 1 6 Construction Documents / Specifications / Drawing Coordination 4 32 Permit Processing 1 4 Bidding (1 meeting) 3 10 Construction Administration and Site Visits (2 for Principal / 3 for Project Manager) 820 Hourly Subtotal 25 a 90 Hourly hates $170.00 1 $120.00 Subtotal $4,250.00 $10,800.00 Specifications (architectural sections only) & Reimbursables $2,500.00 Grand Total $17,550.00 8/11/2011 A WII3Y�,1 Blas Aguilar Exterior Improvements IS Architecture Cost Estimate Provide Architectural Services to Build: 1. Horno with lean-to roof 2. A wooden and stone well 3. Detail to identify a stone foundation Phase Principal Architect Project Manager Meetings (2 for Principal Architect / 3 for Project Manager) 6 12 Pre -Design 1 2 Schematic Design 1 4 Design Development 1 6 Construction Documents / Specifications / Drawing Coordination 4 32 Permit Processing 1 4 Bidding (1 meeting) 3 10 Construction Administration and Site Visits (2 for Principal / 3 for Project Manager) 8 20 Hourly Subtotal 25 90 Hourly Rates $170.00 $120.00 Subtotal $4,250.00 $10,800.00 Specifications (architectural sections only) & Reimbursables $2,500,00 Grand Total $17,550.00 8/11/2011 Chris Jakl From: Christy Jakl Seat: Tuesday, November 08, 2011 12:02 PM To: Teri Delcamp Cc: Ayako Rauterkus Subject: IS Architecture Attachments: 1S Arch itectu re. pdf Hi Teri, Attached is the execute agreement with IS Architecture. Thanks!! Cltrisl-� Jzakl Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949) 443-6310 1 (949) 493-1.053 fax 32400 PASEO ADELANTO MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 SAMALLEVkTC (949) 493.1(353 FAX M iRt�SPRRRT£R k17716 LAURAFREESE www.sanjuancapistrano.org IARRYKRAMER DEREK REEVE JOHN TAYLOR TRANSMITTAL TO: Cone Stiegler IS Architecture 5649 La Jolla Blvd La Jolla, CA 92037 DATE: November 8, 2011 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 RE: Personal Services Agreement — Historic Preservation and Architectural Consulting Services for the Blas Aguilar Adobe (CIP 07403) 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 (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 Juan Capistrano: Preserving the Past,to Enhance the Future e�► Printed on 100% recycled paper Christ Jakl From: Ayako Rauterkus Sent: Wednesday, November 02, 2011 5:26 PM To: Christy Jakl Subject: RE: Blas Aguilar Personal Services Agreement - IS Architecture Ok, hank you! Ayako Rauterkus DcveI.opment Services Ph. C)49,44,3.6325 Fx: 949,202.5469 ararae.rkus@saiijuanc istra .o.org From: Christy Jaki Sent: Wednesday, November 02, 20115:25 PM To: Ayako Rauterkus Subject: RE: Blas Aguilar Personal Services Agreement - IS Architecture Hi Ayako, Interesting, their certificate acknowledges they have auto insurance. We've required it of all their contracts and has never been an issue for them to provide. Their PSA requires them to provide proof of auto liability coverage ($1M minimum). If you want it waived, you would need to ask Omar if that term of the PSA can be waived. Thanks! Cl-urisN JAI Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949) 443-631.0 1 (949) 493-1053 fax From: Ayako Rauterkus Sent: Wednesday, November 02, 20114:30 PM To: Christy Jakl Subject: FW: Blas Aguilar Personal Services Agreement - IS Architecture Hi Christy, IS .Architecture does not own any company vehicle. Can we waive the auto insurance requirement? Thank you, Ayako Rauterktts Developm.eiit Services Ph: 949.4416325 F_ .. 949.202.5469 arauterkus@ sanuanca istrano.or. From: Marissa Feliciano [mailto:marissa@isarchitecture.com] Sent: Wednesday, November 02, 20114:01 PM To: Ayako Rauterkus Subject: RE: Bias Aguilar Persona[ Services Agreement - IS Architecture Ayako; We do not have any company owned autos. Our insurance agent advised that the requirement be waived for autos insurance, Let me know if that is possible. The new certificate should be mailed to you already for Worker's Comp. But I'il ask for it to be emailed to you as well. Marissa Larissa Feliciano Office Manager IS Architecture 5649 La Jolla Blvd. La Jolla, CA 92037 V: 558-.456-8555 F: 858-456-8566 E: marissa@isarchitecture.com From: Ayako Rauterkus [mailto:ARauterkus@sanjuancapistrano.org] Sent: Wednesday, November 02, 20113:31 PM To: Marissa Feliciano Subject: RE: Blas Aguilar Personal Services Agreement - IS Architecture Great. Thank you so much! Ayako Rauterkus leve opzrnei-it Services Ph: 949.443.6325 Ex.: 949.202.5409 arauterkus@san.juancat)istrano.or�; From; Marissa Feliciano [mailto:marissa@isarchitecture.com] Sent: Wednesday, November 02, 2011 3:29 PM To: Ayako Rauterkus Subject: RE: Blas Aguilar Personal Services Agreement - IS Architecture Thanks for checking on that. These policies are updated. I have requested that our insurance agent forward you an updated certificate. Larissa Marissa Feliciano Office Manager IS Architecture 5649 La Jolla Blvd. K La Jolla, CA 92337 V: 858-456-8555 F: 853-456-8566 E= marissa@isarchitecture.com From: Ayako Rauterkus mailto:ARauterkus@sanjuancapistrano.orgj Sent: Wednesday, November 02, 20113:23 PM To: Marissa Feliciano Subject: RE: Blas Aguilar Personal Services Agreement - IS Architecture Importance: High Hi Marissa, I have to apologize for the misinformation. We BICC receive the PSA, however, the City Clerk's office is waiting for the current insurance document as 1 explained in my earlier e-mail below. Please provide us the Auto insurance {soon to be expired) and Workers' comp insurance. Thank you, Ayako Rauterkus I3evelopnieiit Services Ph: 94M43,6325 i~ x.: 949, 202.5469 araute.rkus@san'tiarica i.strai o.or From: Ayako Rauterkus Sent: Wednesday, November 02, 20113:17 PM To: 'Marissa Feliciano' Subject: RE: Blas Aguilar Personal Services Agreement - IS Architecture Hi Marissa, I do not recall receiving the signed PSA from yourfirm. I had several firms for the same project but 1 believe I haven't seen one from IS Architecture. Would you please mall therr7 asap? Also, Auto insurance on file will expire soon and Workers' Comp has been expired. Please forward required insurance document as well. "hank you so much! Ayako Rauterkus Developi-nein Service's Ph: 949,443,6325 Fx: 949,202. 469 arauterlcus@san'ualica istrano.or From: Marissa Feliciano mailto:marissa@isarchitecture.com Sent: Wednesday, November 02, 2011 10:02 AM To: Ayako Rauterkus Subject: RE: Blas Aguilar Personal Services Agreement - IS Architecture Ayako, I am lust following up regarding the signed PSA for Bias Aguilar. Did you receive the signed original copies in the rnail yet? Thanit s, IVlarissa Marissa Feliciano Office Manager IS Architecture 5649 La Jolla Blvd. La Jolla, CA 92037 V: 858-456-8555 F. 858-456-8566 E. mari.ssa.,@,.isarchitecture.com From: Ayak© Rauterkus [malito:ARauterkus@sanjuancapistrano.org] Sent: Wednesday, September 28, 2011 2.53 PM To. Joseph Reid; Tone Stiegler Cc: Teri Delcamp Subject: Blas Aguilar Personal Services Agreement: - IS Architecture Good afternoon: Attached please find a new Personal Services Agreement for the historic preservation and architectural consulting services for the Blas Aguilar Adobe project (CIP No. 07403). Please print out 2 copies, sign with BLUE ink, and mail them back to my attention. Should you have any questions, please contact me. Thank you, Ayako Rauterkt s evelopra-:.en.t Services Ph: 949,4416325 Fx. 949.202.5469 arauterkus@sanjuaiicap�istrano.org 4 Christ Jakl From: Christy Jakl Sent: Friday, October 14, 2011 11:11 AM To: Teri ©elcamp Cc: Ayako Rauterkus Subject: Agreements (Walter Enterprises & IS Architecture) Hi Teri, Please provide the follow for final execution of your contracts: Walter Enterprises o Workers' Compensation a E -verify (need by 16 days from the execution date) IS Architecture o Automobile Liability (expired 9/1/11) o Professional Liability (expired 16/8/11) o FYI — Professional Liability expires on 11/1/11 Let me know if you have any questions. Thanks! UirisF,� Jaki Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949) 443-6310 1 (949) 493-1053 fax Today's Dater Transmittal Routing (Check All That Apply) City Attorney City Manager City Clerk CIP No. (if any): -76 Project Manager's Last Name: Phone Extension: Council or CRA Meeting Date (if applicable): i� APPROVING AUTHORITY: (Check One) Ll Mayor Ll 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 Cit�W St Zi OTHER INSTRUCTIONS: its i5 a IW Wvt_t Xj4� I S . Form Date: 01-2004 D - 7