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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. 2 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 4 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 5 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. �Ll:wG ° P CITY OF SAN JUAN CAPISTRANO CONTRACT TRANSMITTAL FORM J �S '11>� •��I<fFUR1`�P 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: