15-0701_E. STEWART & ASSOCIATES, INC._Personal Services Agreement PERSONAL SERVICES AGREEMENT
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THIS AGREEMENT is made, entered into, and shall become effective thisLday
of 2015,2015, by and between the City of San Juan Capistrano(hereinafter referred to as
the "City") and Ed Stewart & Associates (hereinafter referred to as the "Consultant"),
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to inspect manhole sites for debris and gas readings; 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 of this Agreement and
services required hereunder shall continue until June 30, 2016
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $24,000.00
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
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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 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
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.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
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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 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 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. Indemni .
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,
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.
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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.
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
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afforded City, its officers, employees, agents, or volunteers.
14.5 Errors and Omissions Coverage [FOR PROFESSIONS/WORK
EXCLUDED FROM GENERAL LIABILITY]
Throughout the term of this Agreement, Consultant shall maintain Errors and
Omissions Coverage (professional liability coverage) in an amount of not less than One
Million Dollars($1,000,000). Prior to beginning any work under this Agreement, Consultant
shall submit an insurance certificate to the City's General Counsel for certification that the
insurance requirements of this Agreement have been satisfied.
14.6 Notice of Ca ncellation/Term i nation 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.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.8 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:
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To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Tom Johnson
To Consultant: E. Stewart & Associates
1000 Calle Negocio
San Clemente, CA 92673
949-498-9250
Section 17. 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 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 and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
Section 20. Counterparts.
This Agreement may be executed by the Parties in counterparts,which counterparts
shall be construed together and have the same effect as if all the Parties had executed the
same instrument. Counterpart signatures may be transmitted by facsimile, email, or other
electronic means and has the same force and effect as if they were original signatures.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By:
Karen P. Brust, City Manager
CONSULTANT
ATTEST:
Maria Morris, City Clerk
APPROVED AS TO FORM:
Jeff Ballinger, City Attorney
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SA JUAN CAPISTRANO
B :
Karen P. Brust, ity Ma ager
C NSULTANT
By:
ATTEST:
aria orris, t CI rk
APPROVED AS TO FORM:
5) -:;ov3--;1- -
Jeff Ballinger, City Attorney
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SCOPE OF WORK
SEWER MANHOLE INSPECTION,GAS READINGS, DEBRIS CLEARING AND CLEANING
The City of San Juan Capistrano has eleven (11) sewer manhole locations that are considered "hot spot
manholes." These locations are known to collect or build up debris and have a higher than average flow
that require frequent inspections.
Contractor shall provide inspection to each of the eleven (11) sewer manhole locations listed below,
three (3)times per week. Each inspection requires the manhole be opened,checked with a gas detector
for any dangerous gases, readings recorded on maintenance forms, manhole cleaned and cleared of
debris,and a report submitted to the City monthly.
To achieve these results, Contractor shall provide a minimum of two (2) qualified laborers with the
necessary equipment. Services shall be performed every Monday, Wednesday, and Friday. Contractor
shall notify City staff immediately upon discovery of any additional maintenance or repair needs.
SEWER MANHOLE SERVICE LOCATIONS
1. Mobile Home Park—B14 MH106
2. Costco—B16 MH103
3. AAMCO—B16 MH163
4. Golf Course—D11 MH131
5. Golondrina—D11 MH129
6. La Zanja—D8 MH107
7. Marbella—D8—MH116
8. Rosenbaum Lift Station
9. De La Vista Lift Station
10. Ramos—C10 MH103
11. Descanso( Dance Hall)—D12—114
RATE SCHEDULE
E.Stewart and Associates shall complete the scope of work outlined within a not to exceed cost of
$2400.00 per month. The rate is for two(2)men with equipment at an hourly rate of$50.00 per hour
for an estimated 48 hours per month.
E. Stewart and Associates, Inc.
1000 Calle Negocio
San Clemente, CA 92673
(949) 498-9250
FAX (949) 498-4961
June 2, 2015
Joshua Lopez
Water Operations
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Proposal for Debris and Gas Readings of Various Manhole Sites
Scope of work: Inspect manhole sites for debris and gas readings.
2 men with equipment: 48 hours at$50.00 per hour(per month)_ $2,400.00
Please call, should you have questions or require further information.
Sincerely,
Ed Stewart