00-0815_RPW SERVICES, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 15th day of August, 2000, by
and between the City of San Juan Capistrano (hereinafter referred to as the "City") and
RPW Services, Inc. (hereinafter referred to as "Contractor").
RECITALS:
WHEREAS, City desires to retain the services of Contractor regarding the City's
proposal to provide pesticide and herbicide controls in City owned
landscaped areas; 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 as described in the City's
request for proposals for the Herbicide and Pesticide Application of City Parks,
Parkways and Medians, Facilities and Maintenance Districts, dated June 2000; and as
represented in the Contractors proposal of July 26, 2000; 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 August 16, 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 One
Hundred Ninety -Five Thousand Dollars($195,000), as set forth in the contractor's
proposal dated July 26, 2000 incorporated herein by reference.
$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 Cancel lation/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.
3.2 Rate Schedule
The services shall be billed to the City as the work completed as set forth
in the Bid Worksheets of the Contractor's Proposal, 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 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;
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: RPW Services, Inc.
P.O. Box 2342
Fullerton, CA 92837
Attention: Paul Webb
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 SAN JUAN CAPISTRANO
M
RPW Senuces, Inc.
A
ATTEST:
Cheryl Joh on, ity Clerk
APPROVED A TO FORM:
John R. Sh w, City Attorney
Mayor
President