08-0329_CAPISTRANO UNIFIED SCHOOL DISTRICT_Personal Services Agreement9 0
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 29th day
of March, 2008, by and between the City of San Juan Capistrano (hereinafter referred to
as the "City") and Capistrano Unified School District (hereinafter referred to as the
"Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to shuttle bus services for the Swallow's Day Parade; 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 the City shall consist of those tasks as set
forth in Exhibit 'A" attached and incorporated herein by reference. To the extent that there
are any conflicts between the provisions described in Exhibit "B" and those provisions
contained within this Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date and shall terminate, and all services
required hereunder shall be completed, no later than March 29, 2008 at 6:00 p.m.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $3,500.
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.
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Section 5. 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.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra 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.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) if applicable, 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 to be performed underthis
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 the 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
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performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, 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 damages of any nature,
including interference with use of property, arising out of, or in any way connected with the
negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's
agents, officers, employees, subcontractors, or independent contractors hired by
Consultant in the performance of the Agreement. The only exception to Consultant's
responsibility to protect, defend, and hold harmless the City, is due to the negligence,
recklessness and/or wrongful conduct of the City, or any of its elective or appointive
boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 12. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration
of the agreement, and provide proof thereof that is acceptable to the City, the insurance
specified below with insurers and under forms of insurance satisfactory in all respects to
the City. Consultant shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Consultant has also been obtained for the
subcontractor. 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.
12.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive General Liability coverage in an amount not less than one
million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks
associated with the work contemplated by this agreement. If a Commercial General
Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
agreement or the general aggregate limit shall be at least twice the required occurrence
limit.
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12.2 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 an amount not less than one million dollars per occurrence
($1,000,000.00).
12.3 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.
12.4 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 naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed
by Consultant. The coverage shall contain no special limitations on the scope of protection
afforded City, its officers, employees, agents, or volunteers.
12.5 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.
12.6 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
12.7 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.
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Section 13. Termination.
City shall have the right to terminate this Agreement without cause by giving thirty
(30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party 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 14. 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: Dave Adams, City Manager
To Consultant: Mike Patton, Executive Director of Maintenance & Transportation
Capistrano Unified School District (CUSD)
33122 Valle Road
San Juan Capistrano, CA 92675
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By: &11�:T7 COAI-�'
Dave Adams, City Manager
Cor
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ATTEST:
--7� � 4 I i
R. Monahan, City Clerk
APPROVED
/A�S�TOO FORM:
filmaA W4' liJ V
Omar Sandoval, City Attorn y
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Maintenance & Transportation, CUSD
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SCOPE OF WORK
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The scope of work to be performed by Consultant shall consist of providing buses and
drivers, three of which will be ADA compliant, for use as the City's Swallow Day Parade
Shuttle Bus Service commencing at 8:00 a.m. and terminating at 6:00 p.m. on Saturday,
March 24, 2007.
Consultant's buses and drivers shall transport parade attendees from City's designated
pick-up and drop-off locations throughout the designated performance time period. Buses
shall have a capacity of 48 passengers at two per seat. Buses designated for the parking
lot locations and services to be provided in accordance with the following schedule:
EXHIBIT A
• Swallow's Day Parade •
"2008"
Proposed Shuttle Bus Schedule
Fluidmaster / Marbella Commerce Center
Bus Site Lot # 1
Hours of Service
Hours of Operation
# of Regular
Buses
# of Handicapped
Accessible Buses
1
8:00 a.m. to 9:00 a.m.
1
0
2
9:00 a.m. to 10:00 a.m.
2
0
6
10:00 a.m. to 12:00p.m.
3
0
4.5
12:00 p.m. to 1:30 p.m.
2
1
12
1:30 p.m. to 4:30 p.m.
3
1
3
4:30 p.m. to 6:00 p.m.
1
1
Total Hours 28.5
Endevco Bus Site Lot # 2
Hours of Service
Hours of Operation
# of Regular
Buses
# of Handicapped
Accessible Buses
1
8:00 a.m. to 9:00 a.m.
1
0
2
9:00 a.m, to 10:00 a.m.
2
0
6
10:00 a.m. to 12:00 p.m.
3
0
4.5
12:00 p.m. to 1:30 p.m.
2
1
12
1:30 p.m. to 4:30 p.m.
3
1
3
4:30 p.m. to 6:00 p.m.
1
1
Total Hours 28.5
Capistrano Business Plaza Site Lot # 3
Hours of Service
Hours of Operation
# of Regular
Buses
# of Handicapped
Accessible Buses
1
8:00 a.m. to 9:00 a.m.
1
0
1
9:00 a.m. to 10:00 a.m.
1
0
2
10:00 a.m. to 12:00 P.M.
1
0
3
12:00 p.m. to 1:30 p.m.
1
1
6
1:30 p.m. to 4:30 p.m.
1
1
3
4:30 p.m. to 6:00 p.m.
1
1
Total Hours 16
Complete Total Hours: 73 hours
EXHIBIT B
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 RAx
www.sanjuancapistrano.org
TRANSMITTAL
TO
Mike Patton
Capistrano Unified School District
33122 Valle Road
San Juan Capistrano, CA 92675
DATE: March 3, 2008
Jean �
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FROM: Maria Morris, Deputy City Clerk (949) 443-6309
MEMBERS OF THE CITY COUNCIL
RE: Personal Services Agreement — Shuttle Bus services — Swallow's Day Parade
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949)443-6309.
If you have questions concerning the agreement, please contact Cynthia Alexander, Interim
Community Services Manager (949) 443-6395.
An original agreement is enclosed for your records.
Cc: Cynthia Alexander, Interim Community Services Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
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