00-0718_MAJOR LEAGUE SOFTBALL, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 18th day of July, 2000, by
and between the City of San Juan Capistrano (hereinafter referred to as the "City")
and Major League Softball, Inc. (hereinafter referred to as "Contractor").
RECITALS:
WHEREAS, City desires to retain the services of Contractor regarding the City's
proposal to provide Ball Field Maintenance Services within the City; and
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 described as the City's
request for proposals for City Ball Field Maintenance, dated May 2000; and those
tasks as set forth, described, recommended, or required to complete described as
the Contractor's proposal of June 12, 2000.
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.
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Section 2. Term
This Agreement shall commence as of July 24, 2000 and services required
hereunder shall continue through July 23, 2003.
Section 3. Compensation
3.1 Amount
Total compensation for the scope of services for this project shall not exceed
($80,136.00), as set forth in the Contractor's proposal dated June 12, 2000.
3.2 Rate Schedule
The services shall be billed to the City as the work completed as set forth
in Exhibit "B;" the Proposal, 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 Proposal section of the Proposal 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 person/any 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 (during active season) 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
A) 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: Major League Softball, Inc.
621 E. Walnut Avenue
Burbank, CA 91501
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.
CITY OF S JUAN C ISTRANO
By:
Mayo ollen Camp ell
CONTRACTOR
ATTEST: tN—
Cheryl Johnson, Cito leri
APPROVED AS TO ORM:
— 9� A--�
John R. Ulaw, City Attorney