13-0204_LYLES, RICHARD I._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 4th
day of February, 2013, by and between the San Juan Capistrano (hereinafter referred to
as the "City") and Richard I. 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 December 31, 2013.
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 S. 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 T. 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.
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Section 9. 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 10. 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 11. 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 12. 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 13. 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
K
specified below with insurers and under forms of insurance satisfactory in all respects to
the City.
13.1 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.
13.2 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.
13.3 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.
13.4 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
13.5 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 14. 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 15. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
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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 16. 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 17. 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 18. 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
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
APPROVED S TO FORM:
n an igten, City Attorney
CI LAN DA CAPISTRANO
B
K� an P. Bru t, City Manager
CONSULTANT
By:
Rlchar&L Lyles
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
32400 PASCO ADELANTO
SAN JUAN CAPISTRANO. CA 92675
(949) 493-1171
(949) 493.1053 FAX
►r►+•++sunjucurcupisnunn. on4�
TRANSMITTAL
TO:
R.I. Lyles and Associates
P.O. Box 612
Poway, CA 92074
DATE: February 28, 2013
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
ROY L BYRNES. M.O.
LARRYKRAMER
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
the agreement. If you have questions related to insurance requirements, please call Christy
Jakl, Deputy City Clerk at (949) 443-6310.
If you have questions concerning the agreement, please contact Cathy Salcedo, Executive
Services Manager at (949) 443-6317.
Enclosed is an original agreement for your records.
Cc: Cathy Salcedo, Executive Services Manager
Salt Juan Capistaino: Neserving, the Patit to E'nhauee the 1-ulw-e
0 Pfttod on IW.4 rwreW paper
Christy Jaki
From: Christy Jaki
Sent: Thursday, February 28, 2013 4:38 PM
To: Catherine Salcedo
Subject: Lyles & Associates PSA
Attachments: 13-0204 Lyles PSA.pdf
Hi Cathy,
For your records, attached is the executed PSA with R.I. Lyles and Associates.
Thanks!
Christi J akt, cmc
Deputy City Clerk
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(949)443-6310 1 (949)493-1053 fax
Please share your experience with the City by taking our Survey.
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CONTRACT TRANSMITTAL FORM
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Date• z-2t-ta
City Council, SJCHA or SACRA Meeting Date (if applicable):
NA
Brief description of services to be provided: Facnitator for council retreats
Submitting Department: CM Staff Contact: Cathy
Please sign each original of the attached Agreement/Contract, where indicated and circulate in the below route order
(Please note the procurement limitations below). When the contract is fully executed, the City Clerk will provide a
signed copy to the submitting department and to the Financial Services Department, and will mail a signed original
to the contractor/consultant.
Route To:
❑ Department Head Procurement:
O Approved
E= Not Approved
Director's Initials/Date
❑ City Attorney
Approved as to I'ornt
Q Not Approved
City Altomey's Initials/Date
❑ CFO/Treasurer
Funding Available
=No Funding Available
= Budget Resolution Required
Notes:
CFO/Freasurer's Initials/Date
❑ City Manager
(� Approved
(] Denied
City Manager's Initiafs/Date:
X City Clerk (For Final Routing)
= $10,000 or less — (tNlu+rm,em /fend Snumora/9
=$10,001 - $45,000 —(Ciro Manoger'sAmhmly)
(]$45,001 or over—(Cary Cmurcil AppromlRegmred•1
•Date ofCm.61 Approval: orltslttu.
Q Public Contracts $45,000 or less — (aq,kfis ;er's Aurhmay Required)
Public Contracts over $45,000 — (City Cmmerl's Avrhariq Regmred•)
-Dare ofCouncil Appmvol. or Re Ittu.n. No..
Insurance Requirements:
=Commercial/General Liability
0 Auto Liability
Prefessional/Errors and Omissions
Worker's Compensation
Additional Insured Endorsement
=Public Works Contracts— Labor/Material & Performance Bonds
Approval Process Completed — Copy of Contract Transmittal Form with documents forwarded to FS Department.
Denied— Returned to submitting department. Please provide the following and return to the City Clerk's Office:
City Clerk's Initial's/Date: