07-0613_STEWART & ASSOCIATES_Personal Services Agreement0 0
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 13th day of June, 2007, by
and between the San Juan Capistrano Community Redevelopment Agency (hereinafter
referred to as the "Agency") and Stewart and Associates (hereinafter referred to as
"Consultant").
RECITALS:
WHEREAS, Agency desires to retain the services of Consultant regarding the
Agency's proposal for Annual Maintenance of the Arroyo Trabuco Conservation Area;
and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, Agency and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks as
set forth in Exhibit 'A" attached and incorporated herein by reference.
Consultant warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of
its profession.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later than June 30, 2008.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this project shall not
exceed ($25,000.00) Twenty-five thousand dollars.
3.2 Method of Payment.
Consultant shall submit monthly invoices based on total services which
have been satisfactorily completed and specifying a percentage of projected completion
for approval by the Agency. The Agency will pay monthly progress payments based on
approved invoices in accordance with this Section.
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For extra work not part of this Agreement, a written authorization from
Agency is required prior to Consultant undertaking any extra work.
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 Agency.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of Agency, 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 Agency to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the Agency. This Agreement may not be assigned,
voluntarily or by operation of law, without the prior written approval of the Agency. If
Consultant is permitted to subcontract any part of this Agreement by Agency,
Consultant shall be responsible to Agency 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
Agency. All persons engaged in the work will be considered employees of Consultant.
Agency will deal directly with and will make all payments to Consultant.
Section 6. Changes to Scope of Work.
In the event of a change in the Scope of Work provided for in the contract
documents as requested by the Agency, 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 Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) it has investigated the proposed construction site,
including the location of all utilities, and is aware of all conditions there; and (3) it
understands the facilities, difficulties and restrictions of the work under this Agreement.
Should Consultant discover any latent or unknown conditions materially differing from
those inherent in the work or as represented by Agency, it shall immediately inform
Agency of this and shall not proceed with further work under this Agreement until written
instructions are received from the Agency.
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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. Indemnity.
Consultant agrees to protect, defend and hold harmless Agency, its elected and
appointed officials 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
damage to property or interference with use of property and for errors and omissions
committed by Consultant arising out of or in connection with the work, operation or
activities of Consultant, its agents, employees and subcontractors in carrying out its
obligations under this Agreement.
Section 12. Insurance.
Insurance required herein shall be provided by Admitted Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A -
Class VII or better.
12.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive General Liability coverage in the following minimum
amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to
contractual period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period.
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12.2 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 the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to
contractual period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period
12.3 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.
12.4 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 to the Consultant's general liability and umbrella liability
policies to the Agency Clerk's office for certification that the insurance requirements of
this Agreement have been satisfied.
12.5 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 Agency,
except that ten (10) days notice shall be given if there is a cancellation due to failure to
pay a premium.
12.6 Terms of Compensation.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
12.7 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
Agency has issued a written "Notice to Proceed" verifying that Consultant has complied
with all insurance requirements of this Agreement.
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Section 13. Termination.
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Agency and Consultant shall have the right to terminate this Agreement without
cause by giving thirty (30) days advance written notice of termination to the other party
In addition, this Agreement may be terminated 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 14. 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:
To Agency: Agency of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Douglas Dumhart
To Consultant: Stewart & Associates
1600 Calle Negocio, Suite D
San Clemente, CA 92672
Attn: Ed Stewart
Section 15. 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 16. 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 17. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
AGENCY:
Dave Adams, Executive Director
CONSULTANT:
=d Stewart, Stewart & Associat
APPROVED AS TO FORM:
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John R: Shaw, Agency Counsel
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EXHIBIT A
Scope of Work
Annual Maintenance of the Arroyo Trabuco Conservation Area as established
by the Lower Rosan Ranch Offsite -Wetlands Mitigation Project. Annual
Maintenance is to minimally include approximately 1,750 person hours for the
following activities:
• Maintenance and scheduling of irrigation system as necessary for
proper soil moisture; and,
• Collection and removal of trash within the revegitation area; and
• Weeding nine times (9x) a year to achieve no more than 15%
weed cover as specified in ACOE permits; and,
• Quarterly cutting and treating of arrundo with appropriate
herbicide.
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L-A
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 EAx
www.sanjuancapistrano.org
TRANSMITTAL
TO:
Ed Stewart
Stewart & Associates
1600 Calle Negocio, Suite D
San Clemente, CA 92672
DATE: June 27, 2007
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' MIRED ED I 1961
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FROM: Maria Morris, Deputy City Clerk (949) 443-6309
MEMBERS OF THE CITY COUNCIL
RE: Amendatory Agreement — Architectural Services for the Congdon House
Thank you for maintaining documentation confirming compliance with the terms of the
agreement related to insurance.
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949)443-6309.
If you have questions concerning this amendatory agreement, please contact William Ramsey,
Principal Planner (949) 443-6334.
An original amendatory agreement is enclosed for your records.
Cc: William Ramsey, Principal Planner
San Juan Capistrano: Preserving the Past to Enhance the Future
CIE Printed on 100% recycled paper