13-0530_ORANGE COUNTY CONSERVATION CORPS_Personal Services Agreement PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this"day
of May, 2013, by and between the City of San Juan Capistrano (hereinafter referred to as
the "City") and Orange County Conservation Corps (hereinafter referred to as the
"Consultant").
RECITALS-
WHEREAS, City desires to retain the services of site preparation at the 2C
Ranch/Trabuco Creek Habitat Restoration Project (CIP No. 11204, 11205, 11206, and
13201); 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, 2013.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $ 5,500, as
set forth in Exhibit "A," attached and incorporated herein by reference.
12 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.
1
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 Assi nment.
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
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.
2
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
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 small 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.
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,
3
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).
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.
4
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 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.
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:
5
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: William A. Ramsey,AICP,Acting Development Services Director
To Consultant: Orange County Conservation Corps (OCCC)
1853 North Raymond Avenue
Anaheim, CA 92801
Attn: Josh Volp, Director of Operations
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 attorneysfees, 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 arid supersedes all previous negotiations between them pertaining to the subject
matter thereof.
[SIGNATURE PAGE FOLLOWS]
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
B fd v?�
1-Miam A. Ramsey, WCP
Acting Development Services Dctor
CONSULT NT
21 t , By: .
Or g ,Co my Conservation Corps
r
P
ATTEST. 1
f
Maria Mb&i's,l Citj Clerk l
APPROVED AS TO FORM.
1) /
V en, City Attorney
7
EXHIBIT A
ANG E ,.)NTC
ORPS3
Serve_
Mr. Bill Ramsey December 26, 2012
Assistant Director, Development Services
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano,CA 92675
RE; Site Preparation for 2C Ranch Habitat Restoration Hydroseed and Container Planting
Dear Mr. Ramsey,
In preparation for the City's large-scale hydroseeding and container planting of the 2C Ranch Habitat Restoration
project, which will occur in January 2013,you requested that the Orange County Conservation Corps provide a
bid for the following scope of work:
• Application of herbicide throughout a 40-acre area of the 2C Ranch Habitat Restoration
which, due to recent rains, has experienced germination of mustard and artichoke thistle
weeds which would reduce the efficacy of the hydroseed and container planting.
• Spot-removal of weeds via mechanized trimmers in areas that cannot receive herbicide due
to adjacency of native species.
Orange County Conservation Corps is available to provide these services for a rate of$8,500.00.We anticipate
that work would begin approximately January 2"d, weather permitting,and would be completed in
approximately one to two weeks. Upon completion of herbicide application, germinated weeds would
experience mortality within one to two additional weeks,thereby creating appropriate hydroseeding and
planting conditions.
If you would like to proceed with this scope of work, please let me know at your earliest convenience and I will
schedule crews.
Sincerely,
1'
Josh Volp
Director of Operations
Orange County Conservation Corps
,:I�' t,t1H .. ,,,E, .i.. a9 .,,t(?'>"7- . :.@3 J €. �- i,,, . _.?�Y, ,_� �__,�+ �i t'. '} ' r•,,,:sFF.E"'FtfE't3{�i ti _(Y �:a.
Exhibit A
Project Bid For., San Juan Capistrano 2C-Ranch Date: 12/26/2012
Personnel: Rate CMs Days Total
Crew $200.00 5 5 $1,000
Additional Staff Expense
Subtotal Personnel $1,000
Direct Supplies/Expenses:
Tracie Loader
Equipment Rental
Dumpsters
Disposal Fees
Misc. Supplies
Herbicide Treatment($187.50 per acre) $ 7,500
Subtotal Supplies/Expenses $7,500
In-Kind Project Support:
Labor(5 CMs,8 hr. Per Day, $21 per hour, 5 Days) $4,200
Herbicide Treatment($169.50 per acre) $6,780
In-Kind Subtotal i;:i.o;,q
Total Bid $8,500
32400 PASEO ADE=LANTOMEMBERS OF THE CITY COUNCIL
SAN JUAN CAPISTRANO,CA 92675
(949)493-1171 L SAM ALLEVATO
(949)493-1053 FARIn[anrsaattn
4 ROY L.BYRNES,M.D.
ESt�BEISXE� ���
LARRY KRAMER
www.sai juancaphvtrano.org 1.776
DEREK REEVE
JOHN TAYLOR
TRANSMITTAL
TO:
Orange County Conservation Corps (OCCC)
Attn: Josh Volp, Director of Operations
1853 North Raymond Avenue
Anaheim, CA 92801
DATE: June 4, 2013
FROM: Manny Ruelas, Office Assistant (949) 443-6308
RE: Personal Services Agreement — Site preparation at the 2C Ranch/ Trabuco Creek Habitat
Restoration Project.
Thank you for maintaining 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 Manny
Ruelas, Office Assistant at (949) 443-6308.
If you have questions concerning the agreement, please contact Bill Ramsey, Assistant
Director of Development Services at (949) 443-6334.
Enclosed is an original agreement for your records.
Cc: Bill Ramsey, Assistant Director of Development Services
San Juan. Capistrano: Preserving the Past to Fnhance the Future
Printed an 100%recycled paper
: CITY OF SAN JUAN CAPISTRANO
DOCUMENT TRANSMITTAL ( R .
`.;
This form is for the; transmittal of doc urnents for signature.
N. . (e.p. Agreements, Contracts. Deeds, Easements)
Date: 05r13i2013 Agenda item No. (if kppJiCAbJC):NIA- -
City, Council, SJCHA or SACRA Meeting Bate(itapplicable): IVA
Brief description of document and/or services provided: Site Dreparat(on work for 2C RanchrTrahuco Creek Habitat Restoration
Project(CIP Nc 11204,1145,11206.arnd 13201)
Submitting Department: Development Services � Staff Contact: Bill Ramsey -
Please sign each original of the attached document, where indicated and eirc:ulate in the below route order- as applicable
('Please note the procurement limitations below). When the document is fully eXeCLIted,the City Clerk will provide a signed
copy to the subtnitting d.epartrne.nt and to the Financial Services Department {when applicable), and will Snail a signed
original to the contractorr`consultaut.
Steer I' 0 Purchasing—For Procurement Contracts/Agreements ('inapplicable)
FERlubfi)c
or less (I)ep minceilead s bvhorav 'to hathat eOrd r Rt'qun ed slop ,jilvlher ruunng n��t- $10,000- $45,000 - (Ciry�hl�mr er's;Iwhoruy)
or over— (`itv('"ounca-I n onfl Rc'r need' /.)etc;ofC ouncil A t ioval' cr Resolution Nof �t I )* c t ...._....
ontracts$45,000 or less ((,ilY�t-��ufa,er-c,�}trthorrli-Kt�lar rnt)
❑
Public
�C.t(3nNtracts over$45,000 [C'a ("Ounril s nthonty Regtcired*)*Date;of C'ouricil Approval _ or
-
-------------
Step
-----------Step 2 ® Department Head Step 4 Finance
-`"`,:.�;. _.'��' ,�'r"� �n_v �°".�.w'-"�•,'~'���=`s:\:ter tN=,"w- `""�;�,::":"�...''"y".`�,.u��.",,.,,„ .,.�..::�.,�-�.-�„r�,��,�"""'=�"s�"�..-..,ate..`�'`;-� .ate.
Approved F^"trndinw,Available
Not approved No Funding, Available
® Not applicable Budget A1mndlnent Reartia° .d
z„
t---�I
Director's.EnitialstD.1te ? Z ( , Notes.
Finance Initials./Date__�
Step 3 OF City Attorney
Step S ❑ City Manager
Approved
Not Approved Approved `N
L_...J Not Applicable t� I 1 Denied
City .Attorney s lnitialslDaw Cit; klanaaer'S .lnitial'slDate:
Step 6 ❑ Insurance Rcgt,(irernents (if applicable) '11ark the requirenjrents in,-hided in the aaached doc.•arrnterat_
Q C(m)rnerct tUGcncral liability EK1 Additional Insured Endorscrncnt
FTI Auto Liability ®Workers Compensation
=.ProfcssionL&'L.`-rrors and Omissions Not;Applicable
Public Works Cron€tacts labor!Nlaterial c4r Perfortnarice Bonds
Step 7 ❑ City (."Jerk (For Final Routin-)
P
;e'+' - �: . .:" ._�.: 'i'���i�..• "_.,..._.. .- 'W�_<.."�....�'��� -?�`t.-„.'..,..�..-��:�,:.,..,-a„w=�..tc='�.�:z�w,w�...;;:�'.".�'._�-"�`��:�',.1��`".,:z�;,�
Approval Process('irmpleted Copy of ContractTransmittal Fi�rtn with dacun enis forwarded t()FS Department or
back.to the origyirr ttin<? department as appropriate.
Denied Returned to �subinitting department. Please provide the followint,,and return to the Cit,("Ierk"s Office:
cityC tcrk's Initt�tl slt)ate:
Page I of 2
I. Contractor/Consultant Mame: Orange County Conservation Corps
2. Business license*: ❑ Yes ❑ No license Number: 71938 Date of Expiration 12/31/13
*.If work is per, by-med in Me (.fitly, a Business=License is required..
3. Contract Amount: S 8500
4. Budget recount Number: See attached purchase requisition
5. City Services and Facilities to be provided (If Applicable),
NIA
6. Is this a standard. City contract? ❑ Yes ❑ No If no, explain:
7. Are two ori-inal contracts submitted? ® Yes ❑ No If no, explain:
8. Contract Date: Expiration Date: 06/30/13
9, Insurance Certificate (rfayhlicable) attached: ❑ Yes No Ifno, explain:
already on file
mow.5 (I a�lccblcRequisition attached � sl0. Purca • eNo If no explain:
11. Bid Recap (if aj)jWcable) attached: ❑ Yes ❑ No If no, explain:
OCCC is a non-profit organization
1.2. W-9 Form (if ajqNreoble) attached: ❑ Yes ❑ No If no, explain:
not a new vendor
13. New'vendor application Form (if applicable) attached: ❑ Yes FW No If no., explain:
not a new vendor
14. Does this document need to be recorded? ❑ Yes ❑ No if Yes, please provide only one
original copy.
fhe Financial Services Department will issue a )purchase Order (PO) to th.e submitting department, wice all of the
information ori this Contract"Transmittal Form has been received by finance through the City Clerk's Office.
Page 2 of 2