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03-0127_R.B. HOLT, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 27th day of January, 2003 by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and R.B. Holt, Inc. Lic.#A-805391 (hereinafter referred to as "Contractor"). RECITALS: WHEREAS, City desires to retain the services of Contractor regarding the City's proposal to provide demolition and grading services for the relocation of two caretakers homes at 31050 Camino Capistrano; 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 in Exhibit "1" 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 on the effective date of this Agreement and services required hereunder shall be completed by no later than February 20, 2003 weather permitting. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed Six thousand eight hundred dollars ($6,800.00) as set forth in Exhibit "1 ". 3.2 Rate Schedule. The services shall be billed to the City as set forth in Exhibit "1". 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 C:\DOUGLAS\AGMT'S\RBHolt.Agmt.wpd -1- 1/24/03 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 invoices based on total services which have been satisfactorily completed and specifying a percentage of projected completion for approval by the City. The City will pay based on approved invoices in accordance 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 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 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. C:\DOUGLAS\AGMT's\RBHOIt.Agmt.wpd -2- 1/10/03 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 complywith 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. Work Product. All services to be rendered hereunder shall be subject to the direction and approval of the City. Section 12. 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. C:\DOUGLAS\AGMT's\RBHolt.Agmt.wpd -3- 1/10/03 Section 13. 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. 13.1 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. 13.2 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 13.3 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. 13.4 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 C:%DOUGLASVAGMTs\RBHolt.Agmt.wpd -4- 1/10/03 additional insured endorsement to the Contractor's general liability and umbrella liability policies to the City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. 13.5 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 City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 13.6 Terms of Compensation. Contractor shall not receive any compensation until all insurance provisions have been satisfied. 13.7 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 14. 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 cure period. Section 15. 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: City Clerk C:\DOUGLASWGMT's\RBHolt.Agmt.wpd -5- 1/10/03 To Contractor: R.B. Holt, Inc Lic.#A-805391 Demolition and Grading 34231 Camino Capistrano #101A Capistrano Beach, CA 92624 Section 16. 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 17. 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 18. 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 herW have executed this Agreement. CITY 95F/SAN JUAN CAPISTRANO Contractor By :� Aot Rich Holt, President APPROVED AS TO FORM: John R. ShrCity rney C:\DOUGLAS\AGMT's\RBHolt.Agmt.wpd -6- 1/10/03 DEMOLITION & GRADING LIC. #A-805391 34231 Camino Capistrano #101A Capistrano Beach, CA 92624 Phone 949496-1660 Fax: 949496-5588 Proposal and Acceptance prepared for: "City of San Juan Capistrano" To: City of San Juan Capistrano Contact: Douglas Dumhart Phone:(949) 443-6316 Date: 1-24-03 Project: Caretaker #1, and #2, SJC Fax: (949) 488-3874 Scope of Work: We will provide the equipment and labor necessary to complete the following job in a professional, safe, and workmanlike manner according to the code of standard practice. This is a one phase job (1 mobilization for grading) EEguipment to be Used: 939C track loader. 420D backhoe. Work to be completed: includes machinery, trucking, dump fees, fire hose, and labor. PHASE ONE: 1. Mobilize equipment (in-out).(One phase project)......................................5500.00 2. Clear and grub depression area as per meeting with Mr. Dumhart, leaving greenwaste materials on-site in a stockpile....................................$300.00 3. Import, place and compact (no soils technician testing) approximately 1,480 cubic yards of low to medium -expansive material (as good as on-site or better), achieving City of San Juan's desired access ramp area for house(s) to be exported from current locations (move(s) by others.) ......... $2,040.00 4. Phase One as per TOAL plan..............................................................$2,840.00 PHASE TWO: 5. Phase 2 per Toal plan (spread material as per plan after houses are transported....................................................................................$1,960.00 6. Import one load of 2" minus rock (17 cubic yards) as per request, including rumble strips for dump trucks for the duration of import phase ..................$2,000.00 PRICE OF PROPOSAL: Phase One and Two .....................$6,800.00 Exhibit 1 Exclusions: All permits and reports, soils testing, water meter and/or source, staking, all unmarked utilities, demolition or export of greenwaste, concrete, asphalt, structural demolition, import of road base or any other material other than clean fill dirt, sub -drain installation, footing excavation or footing spoil export, AQMD notification, native material too wet to be worked or processed, pool excavating, shoriug, capping or dismantling of sewer or septic systems, backfill, buried debris or trash, material too difficult (hard) to be excavated in with equipment provided (22,000 Ib. track loader and 20,000 lb. backhoe provided), digging of caissons, providing water truck or street sweeper, other work than that stated in above proposal, inclement weather, or any other acts of God. PAYMENT REOUEST: payment in full is due upon completion of grading for this project. Net 30 days. Letter of Acceotance: All amounts, conditions, and specifications are hereby accepted. Weekly progress payments, and payment in full is due upon completion of grading. Delinquent accounts are subject to collection fees, and court costs. Amounts left unpaid will be charged 15% per anum, or until remainder of bill is paid in full. All materials is to be guaranteed to be as specified. All work to be completed in a professional manner according to standard practices. Any alterations or deviations from above specifications involving extra costs will be executed only upon written orders and will become an extra change order and above the estimate. All agreements contingent upon strikes, accidents, or delays beyond our control. Owner to carry fire, tornado, and other necessary insurance. Our workers are fully covered by Workers Compensation Insurance, and R.B HOLT, Inc. is fully covered by general liability insurance. RICH HOLT, President, R.B. HOLT, INC. City of San Juan Capistrano/Official Proposal will be void if not accepted in 30 days. Prices good through 2-26-03. Thank you for the opportunity. Submitted 1-24-03. EXHBIT 1