Loading...
05-0701_SECURTEC DISTRICT PATROL, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 1st day of July 2005, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Securtec District Patrol, Inc., (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's supplemental parking enforcement services; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City 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 is a two-year Agreement and shall commence on the effective date of this Agreement and services required hereunder shall be completed by no later than June 30, 2007. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed Forty Five Thousand Six Hundred Dollars ($45,600.00) as set forth in Exhibit "B," attached and incorporated herein by reference. Securtec psa 05.doc - I - June 2, 2005 3.2 Method of Payment. Consultant shall submit monthly invoices based on total services which have been satisfactorily completed. The City will pay monthly progress payments based on approved invoices in accordance with this Exhibit "B." For extra work not part of this Agreement, a written authorization from City 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 City. Section 4. Independent Contractor. It is agreed that Consultant 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 S. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant 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 Consultant is permitted to subcontract any part of this Agreement by City, Consultant 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 Consultant. City 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 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 Consultant's fees. Securtec psa 05.doc - 2 - June 2, 2005 Section 7. Familiarity with Work Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; and (2) it understands the location, 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 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. 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. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant 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 Consultant's professional services. Section 12. Indemnity. Consultant 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 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. Securtec psa 05.doc -3 - June 2, 2005 Section 13. Background Check. Consultant agrees to allow the City to complete security background checks on all employees who would be assigned to work in the City, their supervisors, and the principal owners of the company. The City will submit fingerprint cards to the California Department of Justice for the above individuals, to ascertain the status of any criminal convictions, which would preclude said individuals from carrying out the scope of work. The background check will be conducted at the City's expense. Section 14. 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. 14.1 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. 14.2 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 Securtec psa 05.doc - 4 - June 2, 2005 14.3 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. 14.4 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 City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the Clerk of the Board's office for certification that the insurance requirements of this Agreement have been satisfied. 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. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Securtec psa 05.doc - 5 - June 2, 2005 Section 15. Termination. City 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 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: Michael Cantor, Senior Management Analyst To Consultant: Securtec District Patrol, Inc. 2691 Richter Ave., #111 Irvine, CA 92606 Attn: Mark A. Leonetti, President, CEO 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 Acireement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. Securtec psa 05.doc - 6 - June 2, 2005 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO .. i RVO-40AA-9719, Xo] 24 6010 F.Al ATTEST: R. Monahan, City Clerk AS TO FORM: John R. ShaW, City Attorney Securtec psa 05.doc - 7 - June 2, 2005 EXHIBIT "A" Project Overview and Scope of Work Securtec District Patrol, Inc. will provide uniformed contract security officer(s) to patrol the public streets in all neighborhoods in the City that have overnight parking permit programs 2. Security officer(s) will patrol seven days a week between the hours of 3:00 a.m. and 6:00 a.m. to identify vehicles which are not displaying approved parking permits. 3. The security officer(s) will patrol the Capistrano Villas I, II & III every night beginning at 3:00 a.m. Thereafter, security officer(s) will randomly patrol all other neighborhoods that have overnight parking permit programs until 6:00 a.m. 4. The security officer(s) are expected to issue citations for vehicles parked in violation of the parking permit program only. 5. Citation books will be issued to security officer(s) by the City of San Juan Capistrano. 6. Securtec District Patrol, Inc. will provide proper training to those contract security officer(s) in advance of their assignment(s). 7. Contract security personnel will submit all citations and citation log to the Orange County Sheriffs Department at the end of each shift. 8. Contract security personnel will drive Securtec District Patrol, Inc. vehicles. EXHIBIT "B" Compensation and Payment 1. The City agrees to pay Securtec District Patrol, Inc. $45,600.00 for all services performed from July 1, 2005 to June 30, 2007. 2. Consultant shall submit monthly invoices of $1900.00 for services. 3. The City shall make payments within 14 days of receipt of Consultant's bill. 4. Payments shall be made to Securtec District Patrol, Inc. 5. The parties understand and agree that the City's payments to Consultant as compensation under this Agreement shall not exceed Forty Five Thousand Six Hundred Dollars ($45,600.00).