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00-0620_BOTACO, INC._Personal Services AgreementTHIS inafter PERSONAL SERVICES AGREEMENT AGREEMENT is 20jQ92, referred made and entered into this 201d'day of by and between the City of San Juan Capistrano to as the "City") and (hereinafter referred to as RECITALS: WHEREAS, City desires to retain the services of Contractor regarding the City's proposal tope. ow I/RdvbT mh%s 41316 o5'"(Ce�i and T WHEREAS, Contractor is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Contractor mutually agree as follows: Section 1. Scope of Work The scope of work to be performed by Contractor shall consist of those tasks as set forth, described, recommended, or required to complete in Exhibit "A," described as the City's request for proposals for the Landscape Maintenan a oQ ty Parks, Parkways and Medians, Facilities and Maintenance Districts, dated and Exhibit "B," described as the Contractors proposal of Leal%attached and incorporated herein by reference. Contractor 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 as of July 1, 2000 and services required hereunder shall continue through June 30, 2003. Section 3. Compensation 3.1 Amount Total compensation for the scope of services for this Project shall not exceed P1tu.6 wtou .74, as set forth in Exhibit " ttached and incorporated herein by reference. plowtit-nN6 R-F5� C�&,T 3.2 Rate Schedule The services shall be billed to the City as the work completed as set forth in Exhibit" ;"the Bid Worksheets, attached and incorporated herein by reference. Included within the compensation are all the Contractor's ordinary office and overhead expenses incurred by it, its agents and employees, including meetings with the City representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Contractor's proposal. 3.3 Method of Payment Contractor shall submit monthly invoices based on total services that have been satisfactorily completed for approval by the City. The City will pay monthly progress payments based on approved invoices in accordance with the costs provided in the Bid Worksheet section of the Bid Documents and with this Section. For extra work not part of this Agreement, a written authorization from City is required prior to Contractor undertaking any extra work. 3.4 Records of Expenses Contractor 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 City. Section 4. Independent Contractor It is agreed that Contractor shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Assignment The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other entity 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 Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to 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 Contractor. City will deal directly with and will make all payments to Contractor. 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 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 Contractor's fees. Section 7. Familiarity with Work and Construction Site By executing this Agreement, Contractor 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 Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform 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 Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest Contractor 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 Contractor. Section 11. Copies of Work Product At the completion of the contract period, Contractor shall have delivered to City at least one (1) copy of any final reports and architectural drawings containing Contractor's findings, conclusions, and recommendations with any support documentation. All reports submitted to the City shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the City. Section 12. Ownership of Documents All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Contractor 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 Contractor's professional services. Section 13. Indemnity Contractor agrees to protect, defend and hold harmless City, 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 Contractor arising out of or in connection with the work, operation or activities of Contractor, its agents, employees and subcontractors in carrying out its obligations under this Agreement. Section 14. Insurance. Admitted Insurers shall provide insurance required herein 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, Contractor 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 personlany one occurrence/not limited to contractual period. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Contractor 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 14.3 Worker's Compensation. If Contractor intends to employ employees to perform services under this Agreement, Contractor 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. 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Contractor shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement to the Contractor's general liability and umbrella liability policies using ISO form CG 20 10 11 85 (in no event with an edition date later than 1990) to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.5 Contractors Guarantees The Contractor shall furnish to the City, concurrently with the execution of the Agreement, a surety bond in an amount equal to four months compensation as security for the faithful performance of the Agreement, and a surety bond in that same amount as security for the payment of all persons performing labor and furnishing materials in connection with this Agreement. Both bonds shall be subscribed by a corporate surety, with a minimum A- rating, which is authorized to transact surety insurance business in the State of California. Should any bond or surety become Insufficient, the Contractor shall furnish the City a new bond within ten (10) days after receiving notice from the City. No payments will be due or paid under the Agreement until any and all deficiencies have been remedied. 14.6 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. 14.7 Terms of Compensation. Contractor shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. Contractor shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Contractor has complied with all insurance requirements of this Agreement. Section 15. Termination City and Contractor 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 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: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Director of Public Works To Contractor: Bota Co Landscape Maintenance PMB-401 32158 Camino Capistrano, #A San juan apes rano, 675-3711 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement ATTEST: Cheryl Johnson ity Jerk APPROVED AS TO FORM: John R. haw, City Attorney CONTRACTOR By: CITY OF SAN JUAN CAPISTRANO ADDENDUM NO. 1 LANDSCAPE MAINTENANCE SERVICES DATE: June 12,2000 TO: Tony Sota, BotaCo, Inc. FROM: THE CITY OF SAN JUAN CAPISTRANO This addendum forms a part of the contract Documents and modifies the original Contract documents dated May 2000. This addendum consists of two pages. GENERAL/CLARIFICATION: 1. The contractor shall utilize an edger to edge between hardscape and turf /groundcover areas. The edging shall occur every two weeks or as required by the Director of Public Works or his/her designated representative. Use of line trimmers will not be acceptable. END OF ADDENDUM Accepted By: Date: Tony S BotaCo, Inc. 9Nv 0 -wAy"a_,, . CQ - Amy Amirani, Director of Public Works