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07-1108_VICTOR'S CUSTOM CHRISTMAS TREES, INC_Personal Services Agreement0 0 PERSONAL SERVICES AGREEMENT THI,WREEMENT is made, entered into, and shall become effective this Aay of WqT? 7, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Victor's Custom Christmas Trees, Inc. (hereinafter referred to as the 'Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide and decorate a holiday tree; 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 "A" 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 January 11, 2008. Section 3. Compensation. 3.1 Amount. Consultant will provide the services free of charge to City, in return for the use of City's property located at Historic Town Center Park, 31852 EI Camino Real, San Juan Capistrano, CA. 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. 0 n u 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 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 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 4 0 0 performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant'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 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 13. 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 damages arising from the negligence, recklessness, or willful misconduct of Consultant in Consultant's performance under this agreement. Section 14. 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 VI I or better. 3 14.1 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, 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 an amount not less than one million dollars per occurrence ($1,000,000.00). 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 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. 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 City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 0 0 0 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. Section 15. 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 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 Community Services To Consultant: Victor A. Serrao 24036 Broadhorn Drive Laguna Niguel, CA 92677 0 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 By: Dt6." :T:::- PAa", Dave Adams, City Manager VICTOR'S CUSTOM CHRISTMAS TREES, INC. APPROVED AS TO FORM: John Shat -City Attorney , plictoFk. Seorrg'o A n u EXHIBIT "A" Scope of Work Consultant to provide: 1. A 50' real white cedar tree to include delivery and set up. n u 2. Tree stand will be a 6' x 6'%" thick steel plate with a 24" wide, 50" tall, %" thick steel cylinder welded to the center of steel plate. 3. A base for the stand to be attached, to consist of four (4) 4' x 8' x %" thick pieces of plywood. Assemble the plywood base by laying two (2) sheets down side by side and the next two (2) sheets are laid side by side but the opposite direction to create a 8' x 8' x 1'/i' square base. The plywood to be glued and screwed together. The seams of plywood to be strengthened using the Simpson 3" x 6" plates spaced approximately 8" apart. 4. 5/8" vinyl coated aircraft cable guy wires to be attached to the tree. A location on the tree approximately one-third the height from the top down is identified in attached diagram. Three (3) cables are wrapped around the trunk and clamped using two (2) 5/8" clamps for each connection. A property sized steel buckle is installed in all three (3) cables to allow for proper tensioning. The guy wires are then attached to the concrete blocks and the cables are properly tensioned. 5. Training crew for purposes of plugging, lighting and decorating tree. 6. Provide all lights and decorations for tree. 7. Tree to be sprayed with fire retardant and inspected by fire department. 8. To remove tree, decorations and lights from site, by January 11, 2008. City to provide: 1. Training site at Historic Town Center Park. 2. Services of a crane to lift tree from truck and put into tree stand that is provided by consultant. 3. Man lift for trainees to plug and decorate tree. 4. Three (3), 2,000 Ib. cement blocks to be used by consultant to secure tree. 5. Necessary electricity for tree lights. To include four (4) spider boxes. 6. 50 (fifty) sand bags and four (4) '/d' pieces of plywood to be used for the base of the tree. 7. Temporary work area fencing per compliance of Cal OSHA regulations. 9"3634 9 • Page I of I Maria Morris From: Karen Crocker Sent: Tuesday, March 04, 2008 10:04 AM To: Maria Morris Subject: RE: Insurance Yes to both. Thanks, Karen From: Maria Morris Sent: Monday, March 03, 2008 9:54 AM To: Karen Crocker Subject: Insurance Hi Karen, I'm assuming that Victor Custom Christmas Tree is done & that I can close the file, right?? How about Research Network, are they done with the Parks & Recreation Needs Assessment?? Thanks!! O Maria Morris Deputy City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6309 (949)493 -1053 -Fax 3/4/2008 0 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493.1171 (949) 493-1053 FAX www. sanjuancapistrano. org TRANSMITTAL TO: Victor A. Serrao 24036 Broadhorn Drive Laguna Niguel, Ca 92677 t�wa+► �� � IRi111MIlB unuunn 1961 1776 FROM: Christy Swanson, Administrative Specialist (949) 443-6310 RE: Personal Services Agreement — Provide & Decorate Holiday Tree Enclosed: MEMBERS OF THE CITY COUNCIL SAM ALLEVATO THOMAS W. HRIBAR MARK NIELSEN JOE SOTO DR. LONDRES USO (1) executed original Personal Services Agreement related to providing and decorating a holiday tree. San Juan Capistrano: Preserving the Past to Enhance the Future " PnnteC on 100% recyGeE paper