23-0417_INTERSECT GROUP LLC, THE_Professional Services AgreementCITY OF SAN JUAN CAPISTRANO
PROF ESS IONX SERVI C-65
AwRt@V.EwT
This Agreement is made and entered into as of April _, • 2D23. by and belweert
the City of San Juan Captstrane, a muni; ipal carporation organized and operating under the
laws of the State of California with its principal piece of business at 30448 Rancho Viejo
Road. San Juan Capistrano, CA 92675 ('Vitt'"). and The Intersect Group, LLC. a Georgia LLC
whit Its principal pike of business at 1 alen[i�ke Parkway NE. Suite 800, Atlanta_ GA 3=2
and its West Coast branch located at 600 Anion Bivd.. Suite 85t}, Costa Mesa, CA 92828_
herEinatter referred to �ks "Service Provides'}. City ; rnd Service Provider are someWrres
individuatty referred to as "Party" and collectively as "Parties" in this Agreement
RECITALS
A. City is 8 public agency at the State of California aF16 is in need of
professlonal services for the fottovuing projed:
Temporary siatriing servioes {hereinafter referred to as "the Pro}ectl,
9_ Service Provider is duly licensed, aS fequired, and has the necessary
qualificationsto provide such services.
C. The Parties desire by this Agreement to eslablish the terms for City to
retMnSemice Provider to provide the services described herein_
AGREEMENT
NOW, THEREF=ORE, IT IS AGREED AS FOLLOWS
1, svindos.
Service PrWder shall provAe the City with the services described in the Scope of
c��r.-r� �rtarh�rl hereto as Exhibit
_ Compensatpm-
9. Subject to paragraph 2(b) Calow, the City shall pay for such services in
aocordanoe with the Schedule of Charges set forth in Exhibit "B "
b. In no event shall the total amount paid for services rendered ay
Service Provider under lois Agreement exceed the surn of $150,000 annually, up to a
M of five years_ Periodic payments shatl be made within 30 days of receipt of on
invoice which tncitides a detailed description of the work pertofrnO. Payments to servk e
Provider rcr work performed will be made on an agreed-upon basis.
3_ &Vitio�nafV1+. L
If changes in the work seern mehled by Service pfovider or the City. and tn(orrnal
consultations with the other party indicate lhak a change Is warranted, It shall be processed
in the following manner: -a letter outlining the changes shalt be rorwarcec W the City by
Service Frovlder with a statement of es6rraled changes in fee of time sChedule An
amendment to tt%is Agreernerq,5hall Ge prepared by line City and executed by bath Parties
befor$ performance of such services or the City will nol be required to pay fof kine t3ranges in
the scope of work. Such amandmerktshail not render ineffective or inwandale UnaffKted poManS
of lhis Agreement.
Maintenance of Records,
Enks,'1pCUrnerktS, papers, aconunli ig recofds, and other evidence perlain,ng to costs
incurred shall be maintained by Sefvice RrawMar and mace available 0141 resson21'Zi6e times
d u ring the contract period and faf four (4) yeses from the date of final payment under the Contract
for inspeOon by City -
5. Time Of Prftrmance.
Service Provider shall perform kt5 terwir;es in a p+nmpt and timely manner enc shall
commence performance upon re..De,pl of written natroe from the CJty to proceed { Nalice W
Proceed").
B. D_waus In PE31orY14C&.
a. Neither City r, or Serwfoe Prgvlcw shawl tie cansideted irk default of this Agreement
far delays in Wormarkca caused by Cimumslances beyond the feasanable control o! the non-
performing party For purposes of this Agreement, such urCumslances Mlupe but are rpt IimMled
to, abnafrnal ugealher conditions, floods: earthgLrakesi ". epidemi¢59 war: vols an4 other c+ud
dislu,y]ances: slfiltos, lockouts, work stowdovms, arl(j once, labor dislurbances, sabotage or
audrsial restraint,
t) Should such circurrtslances occur, lie nomperforming party shall. wilhin a
feesanaWe time of bung prevented from performing, gswe wrinen naUce to thz other gsdy
describing the circumstances ptewenting Continued pe ormanQe and the efforts tieing rnatle to
reSUmtr Performance oftfus Agreameflt.
QornoliariW wish Ldp,
& Service Provider shall compry with all applicable law$, ordinances, codes, and
regula6cins of the fedef al, state.and local government, Including Cal=HA reglUremants.
b. ff required, Service Provider shall assist the Cily, as rtequestad, in obtaining and
maintaining all permits required of Service Provider by (ederai. Staler and 10c21 regulatory
agencies.
C.
tr applicable, Seryice Provider Is responsible For all Costs of clean up 2fldtar
removal of hazarEaus an d toxrC substances spilred as a result or 111% or her sarvices pr npewat1ars
pefforrne[j under this Agreement.
$. 1ariA�i OFCar�
Service Prov!der's sefvices will be perrarmec in accordance with generally accepted
prmessianal prsCrkces and prirld&13 And in a manner Cansislerit vnih fhb revel Of Car@ and skill
ardinarily axerciwd by membe rs of the profess�an ca,ifrentty practicing under simil2r cancilians,
$ 1 rn r41r M r
Service Provider shal I not assign, sublet, or transfer Ibis Agreement or any rights, under ar
interest in this Agreement without the written consent of the City, which may be withheld for any
reason Any attempt to SO assign or so transfer without Such consent shall be woad and wiiltoul
legal efEecl and shall Constitute grounds for termination Subconifeds, it any, shall contairl a
PrOvYSion making them subject 110 all prowi9ions stipulated in this Agreement. Nothing ca ntarned
herein shall prevent Service Provider from employing independent AmCiales_ and sub-Semce
Providers as Service Provider may deem appropriate to assist In the performarnoe of services
hereunder.
10. WON ruderl„55gNicpProvider
SIR(* Ce Provider is retained as an independent contractor and is not an employee Of Cir.
No empl ee or agent of Service Provider shall become an emproyee of City The work to be
performed shall he in accofdance with the work describeb in lKs. Agreement, suNect to such
directions and amend mentis from City as herein provided.
11 Insurance. &,&vice Prowidef shall not commence work for the City until it has
Provided evide not satisfactory le the City it has secured alt insurance required under this section
In addition, Service Provider shall no: allow any subcontractor to commence work on any
subconlract until It has secured all insurance required under this section.
0_ Cornrner6al 9gQe a€ LiahiliN,
(i} The Service Provider shell take out and maintain, during the
perfarrnlinae of all work under this Agreement, in amounts not less than specified herein,
Commercial General Liability Insurance, in o form and with insurance companies acceptable W
the City.
(ii) Coverage for Comma3rdal General Liability insuranoe shall he at
least as broad as the fallawing;
(1) insuranoe Swvices Moe CDmmemial General Liability
vmi8runa rf'Swri 1 rromrP Fnrm [ll]tai)nr FURICt a3nulwaient
W the following:
(n) Commercial General Liability JnSuranoe must lnclLrde coverage
(1) Bodily Injury and Property Damage
(2) Personal InjurylAdvertising tnjury
(3) Premisesloperations Liabglty
(4) ProductsfComptetedoperalivns Liability
(5) Aggregate Limils that Apply per Project
(6) Explosion, Collapse and Undergmund (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Contract
(S) Broad Form Property Damage
(g) independent Service Providers Coverage
(iv) The paiicy shall contour no 2ndorsemamts Or provisions limiting
verage Far- {1) Contractual 521614; (2) Cross liability exclusion far clakTM or sults by one insured
against another. (3) produotslComp1101Md 4paraliDIM linblllty; or (41 contain anv ntlw exrluslan
L. y Itri theAgreement
(v) The policy shall give City. Its atkials, officers. employees,
agentfiAnd City designated valunleers additional insured status using ISO endorse -rent loans CC
2010 10 o1 and 20 37 10 01. pr endorsements prOWing the exact same cavemge.
M The general I13hiiity progrsrn may utifixe either deductibhes or
Provide coverage exc-ass of a seif-insured retenliars, subject 10 Millen approval by the City, and
Provided that such deductibles shalt not apply io the City as an addifiorlai in9u.red-
b. Mirkersn n rn la , ill
(i) Service PrOvider certifies that hefane is aware of the Qravisians cf
Section 3700 of the Calilornla labor Code wh ch requires every employer to be ir:swed against
Liability for workers' CMpensation Or to undertake self-insurance in accordance with the
provtsions of that code, and helshe will comply with such prowisions before commencing work
under lhis Agreement.
(ii) To the extenl Service Provider has employees at any time during
the Germ of this Agreement, 31 all Iii -nes during rho performance of the work under this Agreement,
the Service Provider shalt nieinta;n fUII compensation Insurance for a!I pefsan5 employed directly
by hlmiher to carry out the work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and Insuranoe Act," Division IV of the Labor Code of this State of
California and any acls amendatory thereof, and Employer's tiabitity Coverage in amounis
indicaled herein- Service Provider shall require all wb•Service Providers to obtain and maintain,
for the period required by this Agreement, workers' compensa tion coverage of the same type and
limits as specified in this iieckori-
C. Minimum Pallry L-mits_R4eQuir
0) The following insurance limits are required for the Agreement:
D�rribjrr�i_ I tint
Commercial Gener8I Liabilily 54.004,004 per occurrence! $2,000,000 aggreg3le
for bodily injury, personal injury, and property
damage
(ii) Defense costs shat be payable in addiUcn to the limits,
(iii) Requirements of specific coverage or limils contained in Ns;
section are not intended as a hrnitat+err on coverage, limits- or other requirement, or a waver of
any coverage normally provided by any insurance. Any available coverage shall be provlded 10
tete parties required to be named as Additional Insured pursuant to this Agreement
ELWNIRM u'
Pr14f to executlan of the Agreement, the SerVice Provider shall rite with the
City evidence of insurance from an insurer or insurers certifying to the Coverage of all
4
pie IS
CO
insurance quired nereln. Su ned by rtie r45urees epresenta! vet andf Certtfi d
reate of
00 01 (or insurer's equwalent) 5 $
Insuran�Ce (Acord Form 25-S or eq�neli'), a 9P oP rlylCauthantzed officer. agent. Of
evidence of insurance � all .,_ a
.•..naafi any
qualified representative of tete insurer and shall cep d afnouny the l cf the rnsurance. the
additional insureds. where apPraprIata. the #YP lies. and the..xpiration dWe of such
location and operations to which the tn5uranU dPP
insurance,
e. P tt vi n R i d
N service Provider small provide the City at least Iktirt]+ (3�)
days priorwntten nr}hGe of can of any polt€y required by this Agreement, except
en notice of
viat the Service Provider shallto provide atpayment of premium.least ten (JU) days pitlor lany of required
Canceltation of any such P cYdug
coverage i5 cance+llled or expores eft�during i (5) hinclu# term of g the tC'a neral rL ability Additional
e
Provideshat �
Insured Endorsement to the City at least ten (10) days Prior to the effective date o
cartQ6E100an or8xV
Thu Commercial General Liability Policy 5ha11 ea& contain a
provisipn s policy is primary insurance and treat any
ststirg that Service Provider
insurance, $61f-insurance, or other Coverage mainta+ned by the City �r Orly named
insureds shall not tie called upon to rrontrlbute to any loss,
(iii) The retroactive date (if any) of each policy is to be no lataf
provider
mairitain such
than the et dive date ra periodgOF attent least threecyears after TheaclampleUon of the conGnuQusly year extended
work unifier this Agreement. Service provider shill P�rer+ase a One ��} Y
reporting Period A} hf the retroactive date is advanced past the effect've cEa#e of this
ced by
Agreement E3} +f the policy is CaYwitn a e�uacticerdatesubsequent to tttet efis re p I fectveabate Of
another claims-made pdfir~y
this Agreement
,.kil7 rnnt3ln r3f be
{ } Ali reQuired insurance coverages a ,3, u -
endorsed to waiver of subrogation in favor OF the City. its officials. officers. employees,
ce
agents,andvdeunceeinrs v� pall l�ancecwithllRelsewspec'ca#onsittoror waivehers thei fighthing
of
insuranCe waives 1t5 own right of reCar+ary
fecavery prior to a IO5$. Service Provide f l�er#'t�y
against City and shall r�tceire
bra rnilar written express waivers and insurance clauses
from each of its s
(v) The limits sat forth herein shall apply separately 10 each
insured agginst whom cla1rnS etre made c suits are brou9bt, except with resPect 'D 'be
he
limits of liability. Further the tllfnitex es5 of suchherein
co eal���t bon Sha I �tr�rrEiltl'rerelieve
Se!�#ce
Service Prt�wder frCrn liar I y in
pter-lude Me City ffcfn
along such
indher acaliOn tions avaltabte to the Wig"Ofls to the City and CLty under othertprOv�s ons o< the +fig eemer t
inking such other ac
or law 5
�_ 1r i {riSUL�
,.,—A �h�ll hP. issued by accepti3ble irlsuranpe
All
companies, as Wermined by the 0ty, which satisfy the fmxltowrr1g min'
{Rurn regal cements:
fit) Each suc+rl PONCY sroan be from a Company or companies
vrilh a current A.M best's rating of no ,ess tnart A'Vll and admitted 10 trarlsacl In the
bsiness, of insrane in the Statf0fn�a. or
se
nsurarice
thorough surplus`Ilnecbmkm under epF Garble prowmsion3 oflMeallowed
G fa nra Into si
ur nce Code
or any federal law.
9. AddiUorpolinsprance Provision
(i} Tne loregoing requirements as to the types and IIMU of mnsuranOB
Coverage to be maintained by Service Provide[, and any appfovaI of sa,d insurance by Che Coy,
r5 clot intended to and shall not in eny mariner Iimrt or quaJlfy the Jlabitihe5 and Oblig2trons
othwi.m5e assumed by Ute S2 vics F>rOv!$�r pufSUW1 to Mi.S Agreemerl_ irlcruding but rot "ml ted
to. the provisions cnrmMnlfng Ir1demn&aG0r1.
(ii) If at any time durirl4 Ihil life of the AgreMe'll. arty p41i4y of
irmsuranoe required under this Agreement does not Comply with these specification$ Or Is
ranreled and not reptaced, City has the r:ghl but slut the duty to oblain the insurajWe rt 11 E29MS
necessary, and any premkum paid by Lily wilr be promptly reimbursed by 9ecvr vi n the
der or
Gaty wall w thh( id arr;ounas sutfrciera to pay premium From Service Novlder payrrlerll
alternative, City may fianl this Agreement.
Citi) The City may require the Service Piavider to provide GQmplete
copies of ali insurance polrcles in effect For the duration of the Projed
(iv) Neither the City nor any of its offlicials, officers, employees, agents,
or valuntears shall kw personally responsible rCr rimy liability arising under or by virtue of IN&
Agreement.
b. b- i Provider J ran a fie ujr m n . Service Provider sroall not
allow any subcontractors Or suh• ervlce Providers ,0 commence work on any subceMract unlil
UU9Y have prowlded evidence satisfactory to the Cq tttat they have secured al: iasurance required
Un er [his section PoliCrrts of cornmercial general liability insurance provider} by Such
subconlractors or Sub•SerwGe Providers 5nall be endorsed to name the City as an addiiional
insured using ISO roan CG 20 38 04 13 or an endorsement prow+ding the exar_t same Coverage.
IF requested by Service PrWder, City may approve diNE!rent scopes or minimum i1mits of
insurance for parpcular subcontractors or sutl-Service Provider&
12_ Indarlifi limn,
a_ To the fuller! extent permiftd by law, 5eMce Provider shall defend (vAh
GounSal of CiVS Choosing}, rnQemniry and hold [he City. its ofFici-dls. 00cefs, employees,
volunteers, wid agenLs free and harmless From any and all claims, demandri, causes of eCtion,
crests, expenses. liability, Ions. damage or injury of any kind, in law or equity, to property or
persons, indudiN wrongful death, in any merlrler arising Dul of. pertaining to, or incident I4 arry
acts, errors Or omissims, or willful misconduct of Service Provider, its officials, officers,
emowyees, subconlractors, Service Providers or agents irr conneclion with the performance of
the Sanrioe Pf4vider's services, the Project of this ggreernent. including withbul rimitatlon the
payment of all damages_ expert witness reel and atlorney's fees and other related casks and
expenses. Service Providers Obrigaliion.; to r Indy rinify ifs of{Ci8t9, orficerSt en1� ayges g2nil
proceeds, if any. received by SeNICA r5 uY L±r , --
or volunteers
b. if Service Provider's obligaUun Io defend. Indemnify. andfor hold narrnless
arises alit or Service P1-avid0r, performance pf'design profes$icnal" services (as thM rerm ,s
defined under Civil rode section 2762 Sj. then, and only to the extent required by Civil Code
section 2782.6, whicb is fully incorporaled herein, SenVIce Provider's indemnlrcatian of ligat14r1
9"El. be Ilmgted la daims that arise out 4t, pertain to, or relate to the negligence. recktessGass. or
wtlaiul misronduct of the Service Provider, and, upon Service prottider oblaifiing a final
tent
dlthe cost defend, shall nr
ty 103 suciii clairin.
not exceed ine Se ce Prav�ders proportioli
-including dnate percentage of
fault
13. r'arfnmia I at58r COdRE'QUir2 n _
a_ Service Provider is aware of the requirements nl of p fwa time wage rages ajnis Labor nd
See6oa 1720 al seq. and 1770 ek seq , which re in ,the pa iDr
the performance of abler requirements an certain "public wcrkS" and malntegren" projia IkG
"Prevailing Wage LawSI. if the services are being performed as Pad Of an applicable "pu
waft,,irev Of "maittRenaM1ee" pra;eck, as befFned by the Prevailing Wage Laws, and if the 10tat
rig
oompensutiori- 1$ $1.00 or mare, Service Provider agrean to fully Et City,
with Sucfr , Officers,
Wage Laws Seryice Provider shall defend, Indemflify_ and bald the City ifs alt�es� ar mt est
emptoyees, and agents free and r>-arQss from any Glaims, liab+lahes, costs, pe
arising our of any failure or alleged failure to Comply with the Prevailing wage Laws It shall to
mandatory upon the Service Provider and all Sub• e'rvice ProvidFf5 10 comply with ell California
Labor Code provisions. which intrude but aril clot limited to prevailing wages (Labor Code
Section5 1771, 1774 and 1775), ernploymerrt of apprentices (Labor Caide Section 1777.5),
certified payroll records (Labor Code Sections 1775.4 and 1775), hours of Tabor (Labor Code
Sections 1813 and 1815) and debarment or conte ctar n� u tri direcl5y to or LaboctComm ss cher
1777.1). 7`I1E rgauiremenl fo submit certlfaed payroll
under Labor Cede section 1771.4 0all not a pply to wo rk performed on a p W, works �rojr?ct that
i5 exem pt pursuant to the sntial I project exemption specified in Labo r C ode Ser"lon 1771 -4 -
If Mrformad nS —rt of an aaahuble "public work
b. If 1118 58[i17CeS are Ueuiyl ���,,,, .,Q .� f-.. -
ar " rrratntenanDe" prcdaci. then pufsuant #o Labor Code Sea#ions 1725.5 and 1771.1, the Sel�icE
Provider and all sub -Service Providers performing such services mull be registered with the
Department of Industrial Relation$ service Provider shall maintain registration for the duration
of the Project and require the same of any suts-Service Providers, as. applicable
This
off ondu kr al
ay
elso tie subject to r<4mplrance monitoring and enforcement by the j]epo
peiatians It snarl be Safvice Providers sole responslpility to comply with all applL -able
registration and labor camphance requirements Notwithslanding the foregoing, the cantri3oor
fegiskration requirements manila#Ed by tabor Code Sections 1725.$ and 1771A shall not apply
to wo rk performed a n a public works project that 15 exempt pu r5uanl to the small project exempbOn
specified in Labor Cade Sections 1725.5 and 1771.1
C. Thm Ageeement may also be sub;ect to carnpliance motoring and
enforcemeni by 1he Department of Industrial Relallons. It shall be Service Provider's S010
respons,bJity to comply with all apolcable legis#ration and labor compliance requiremen s Any
stop ardefs issued by the Department of Industrial Relations against Service iPravider or any
subcontractor That affect Servtea Privders perfermanw of services, intruding any delay, shalt
7
be service Providers sole responsibillty. Any delay arisirFg out of or resulting from such stop
Orders shahl be considered Service Provider caused delay end shall not be CarnRe satase by the
City. Service Provider shall defend, tndernnirf ' nnd3hil tv aris nq out 01 stop orde s �s uedl by he
and agents free and narMieSS I'10+ 1. a -i .,,2,.,, _.. _- _
Department of 1ndu51rial Relations against Service Provider rsr any SubcorrkraclOr.
14.
By execultng this Agneernent, Service Provider verifies Ihat it fully cWnplies with all
requirements and restrictions pf slate and federaf law respecting the employment of
undocumented 2liens, including, taut not limited to_ Me Imrnigfatiort Rellorrrl and Conlrol Act of
1986 as may be amended from ume W time, and shall repuife all su&-Sarvice Providers and
sub -Service Providers to Comply wi th the same_
15. L3 a Ven
This Agreement Shall ba interpreled in accordance with the f3w5 Of tha Stake of Celifomia.
5 Ag
brought in ansitateroug ht to. or fede alnwuprl SA13tedf in this County of QraalY term of itnge, Sia a ofC3Cdnnia n shall tie
16. Tarmiriaban jrAlI ❑nm�t
a. City tta5 the right 14 termiriate or abandon any portion or all of lite work
under this Agreement by giviing lerti oa) calendar days written nVrce 10 Servicg Provider. In such
@+veru, City sha.l be immedial-eIy given title and pmession t4 all 4riginat fyetd notes.. drawirigs.
andspecifical'Ons, written reports and other aoCurnentS produced or
devefloped rovde or thR easoi011 Of
nable
piework cornpteted an=F being abanclonedf k it etc peled prior to terrain&tion. if said
value of services rendered for any poaO
" work
termination occurs prior to completion aF any task for the Project for which a payment request
has not been received, the ❑targe for services pa:#ormed during such task shall be the
masonable value of such services, based on an arnount mulualfy agreed to by City and Service
Provider of the portion -of Such lack campWed but not pylar prior toofawh �h arekispec f on ad nereiol
S liable for any casl5 other than thU oho�ges or YmEtntpfor un erfornied services and shall not be
Semite Provider Sh811 npl be entitled {o Ray p
entitled to damages or corn Pon sation for termination of work
�r nni�,otnn to nrovidt: furlrer services
ServicR Provider may !errniinWe ria ,,,, yv.,=.. -- F -- --
under this
it�en notice
in ft
substanl:4 fairur by Cityto rk 1perforjm in actcp darnceywith,the terms oftthis City
greem�ent khrotrght of
no
fgUIt gf SerViQ0 Pravi&r-
17 f�❑c�__uLrnenIs. ExCept as oplerwise provded in "Terminafion or Ab3ndonment,-
above. all criginal field nates, written reports_ Drawings 2nd pedtwations artd atria, docurneftt5.
produced, or developed for the project shall, upon payment in full for lhr~ services described in this
Agreement, be furnished to and become tfl0 property otthe C"Y.
18 Or aniza i n
Service Provider shall assign Jamie Carnipagrtalo as Prajec# Manager_ The P;Ojecl
Manager shall nil be removed from the Project or reassigned without the prior wfitten
consent oflhe City.
19. imi atior, Df Agreeme
This Agreement is Iimt#ed to and includes Only the work included in the Project
&f5e ibed abavo
20 -
Any notice or illStrumQW requireo to be given or deiivr!red by this Agreement may be
g%venar delivered by deoosthng the same in any k,tlr+ted States Post Off, Ce. r8rt"�ed mail,
return receipt requested, postage prepaid. addresaed to:
CITY'
City of Sart Juan capis"no
32400 Paseo Adelaoto
San Juan Capistrano. CA 92675
A#tn' Shel[ey Velez
Human Rewur s and Risk Manager
and shall be effectivis upon recelpt thOrw(
21, Third Party Rigbi
SE&VLCE Plat}VIDER'
The In#ersecl Group, LLC
WID Anton Blvd„ 8ui#e 550
Costa Mesa. CA 92626
Attn- Andrew Marestaing. Market
Director; cc. JamieCarnpagnolo,
Account Director
Nothing in this Agreement shall be construed to give any rights or benefits to anyone
p#herthan the City and the Service Pravider.
22- r+BI ) nity EM01OV131ent.
Service Provider represents that it is an equal opportunity employer and Mat it shall
not diSCrirninale against arxy ernptayfe pr applicant for @mPluymenl because of race,
religion, oafor. national origin, ancestrY. sex- age. or other inlerests protected by the State or
Federal Constitutions Such nary -discrimination shall clud, t not
tebe limited Ia, u#meat 11
aclivrlaes related to in+tial emptoy elnt. upgrading, demotion-
recfuitrneM adverti$ing, layoff, orlerrnrnaliGn.
23. Entire �nt
This Agreemenl, with tts extribits, represents the enure understanding of City and
Service Provider as to Chose matters cantalned herein, and supersedes and cancels any
prior or conaernporaneous Ora[ or written understanding, promises or repieser,talronS With
respect to those roatters covered hereundo.. Each party aeknow!edges that no
represenlalrons, induCements, promises pr agreMrraents have been made by any person
which ere not inCorpOrated herein, and that any other egreemernts shall be void. This
Agreement may not be R10@ifi2O X altered except in wnling signed by Cosh Partes here#❑
Thiis i8 ars integraled Agreement,
24 Leverabilitw
ar r,n�el rrr tt114 An P- sh8tI Rot
The unenforceability, invalidity. or iflegali`Y Vr arlY P+u.;—Ale' ek l,._..,. -
render the provisions unertf=eable, invalid, or illegal,
25. cessa
This Agreement shall be binding wi* and shall inure to Ute tmrlelit Of the eucCessors rfl
;merest,executors, administrators and assigns of each padY to this Agreement However,
SEMce FroyJar shall not assign of Transfer by pperaGon of taw or ctherwrse any or all of its r-Rhts,
turd@ns, duties or oblqataorss withoul Lne pror wrrY.ern consent of City Any allamWed Mignrnert
without such consent shall be invp9d and void.
None of the Provisions of this Agreemernt shall be ctansidered waived 15y either party
unless Such waiver is specifically specikd in wri6ng-
7. Time of ESSen{
Time is of the essence fa r esdh and every provision of this Agreement.
28. C W S 9 g h iq F M.D I g5c O h r ervic P wid r
Gary reserves its right to employ other Service PrOvidem, including engineers, in
connection with this Project or other pro;ects-
29. pmthibiled_fntereS
Service Prinvider maintains and warrants OHL it has not employed nor retained any
Z*rnparsy or person. other than a bona ride emp:oyee working solely for Service Provider- to snlicil
or secure the s Agreement F urlher. Service PnM[jar w�arza nts tri at i t ha s not paid, nor has it agreed
to pay any company or parson, outer iliafl a bona ride employee working solely for Servhce
Provider. any rue- commrssion, percentage, brokerage fee, 9M, or other cons4deration contingent
ucon or rr rllbng from ifr& award or making of this Agreement. For breacft or violation of iris
warr8tn4y, City Shall knave the right Io rescind Ihis Agreement without liability. For ire term o, thi's
Agreerner-t- n4 diremr, official. officer or employee of City. durrng the term of tris 4{ her service
with City, shall have any direci Interest in this Agreement, of obtain any present or anticipated
malenal benefit arssing ,trerefrorn.
[SIGNATURES ON FOLLOWING PAGE]
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE ciTY OF SAN JUAN CAPISTRANO
,h,ln rwF INTERSECT GRCIJP, LLC
IN WETNESS WHEREOF, the Parties have a wiftd this Agreement as of the date
first written aW+oe_
CITY of SAH JUAN CAPSTRANO
619
AT
APPROVED AS TO FORM:
�-
elf ' BallirM C4V Attomey
THE INTERSECT GROUP, LLC
By,
Its; Market Direclor
Printed Name: Andrew Mar65t2in9
EXUOT A
Scope of services
Temporary staffing sefvices, based on the need F. of the City, as agreed upon by City and
Service Provider.
MR -8 -1 -TAB
Schedule of hargmwPayrnents
Service Provider will invoice City on a W9is agreed upon by City and Service Provider, in
whiling. Upon such written agreement, the tarms and provisians of this Agfeernent will be
incorporated bymference into each and every su& writfng-