11-0701_APR CONSULTING, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
s,
THIS AGREEMENT is made, entered into, and shall become effective this day
of July, 2011, by and between the City of San Juan Capistrano (hereinafter referred to as
the "City") and APR Consulting, Inc. (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, the City currently desires to retain the services of the Consultant
regarding the City's proposal for professional staffing services; and
WHEREAS, the 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 professional
staffing services 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, subject to
Section 13 (Termination).
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $100,000 at
various rates dependent upon position, as set forth in Exhibit "A," attached and
incorporated herein by reference.
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The City
will pay monthly progress payments based on approved invoices in accordance with this
Section.
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to the City. Invoices shall be addressed as provided for in
Section 14 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 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 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
worts 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.
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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 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. Indemnity.
To the fullest extent permitted by law, Consultant agrees to hold harmless the City
and its elective and appointive boards, officers, agents, and employees from any and all
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, to the
extent arising out of, 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 Consultant
shall have no responsibility for negligence, recklessness and/or wrongful conduct of the
City, or any of its elective or appointive boards, officers, agents, or employees.
The policy limits do not act as a limitation upon the amount of indemnification to be
provided by Consultant.
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Section 12. 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.
12.1 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), 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.
12.2 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).
12.3 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.
12.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed
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by Consultant. The coverage shall contain no special limitations on the scope of protection
afforded City, its officers, employees, agents, or volunteers.
12.5 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.
12.6 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
12.7 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 13. 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 14. 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: Human Resources Department
To Consultant: APR Consulting, Inc.
22632 Golden Springs Drive, Suite 380
Diamond Bar, CA 91765
Attn: Maria Dumatol
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Section 15. 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 16. 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 17. 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)
n
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPIST NO
By:
am Allevato, ayor
CONSULTANT
ATTEST:
Maria Mor 's C ty Clerk
APPROVED AS TO FORM:
EXHIBIT A
SCOPE OF WORK
Maintenance Worker - hourly bill rate $16.10 Ihr (contracted & billed at 2010 rate)
Scope of work - Perform a variety of maintenance functions in public works, including
city sewer lines and pump stations, maintenance of public building and facilities, or
street maintenance, landscaping, irrigation, weed abatement, equestrian, open space
and right-of-way; and to perform a variety of maintenance functions relative to assigned
area of responsibility. Operates a variety of maintenance equipment. Digs ditches,
backfills trenches and holes, rakes, shovels. Assists in installing traffic signs and
markers.
Administrative Clerk - hourly bill rate $16.20 Ihr
Scope of work - administrative office skills and customer service experience. Part of the
job duties include assisting residents at the front counter. data entry and extensive use
on a computer keyboard.
Administrative Clerk - hourly bill rate $16.00 Ihr
Scope of work - administrative office skills and customer service experience. Part of the
job duties include assisting residents at the front counter, data entry and extensive use
on a computer keyboard.
Maintenance Worker I - hourly bill rate $16.50 Ihr (contracted & billed at 2011 rate)
Scope of work - Perform a variety of maintenance functions in public works, including
city sewer lines and pump stations, maintenance of public building and facilities, or
street maintenance, landscaping, irrigation, weed abatement, equestrian, open space
and right-of-way; and to perform a variety of maintenance functions relative to assigned
area of responsibility. Operates a variety of maintenance equipment. Digs ditches,
backfills trenches and holes, rakes, shovels. Assists in installing traffic signs and
markers.
City Position
Maintenance
Worker II
Office Assistant
(PT)
Administrative
Coordinator
Senior
Maintenance
Worker
Department
Public Works
Public Works
Community Services
Public Works
APR Consulting, Inc. Costs
APR
Week/Year
Equivalent
Hourly
Position
Rate
Maintenance
40/2,080
Worker
$16.10
Administrative
Clerk
$16.20
Administrative
Clerk
$16.00
Hours Per
Total Annual
Week/Year
Cost to the City
40/2,080
$33,488.00
30/1,560
$25,272.00
40/2,080
$33,280.00
Maintenance
Worker $16.10 40/320
2
$5,152.00
$97,192.00
Total Cost
Expended to
Date
$7,343.62
$5,299.20
$6,208.00
$660.00
$19,510.82