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11-0623_RINCON_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective thisday of 2011, by and between the San Juan Capistrano (hereinafter referred to as the "City") and Rincon (hereinafter referred to as the "Service Contractor"). RECITALS: WHEREAS, City desires to retain the services of Service Contractor regarding the City's proposal to provide as needed fleet repair and maintenance for city vehicles; and WHEREAS, Service Contractor is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Service Contractor mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by the Service Contractor 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 of this Agreement and services required hereunder shall continue until notified that said services are no longer required, subject to 15 days notice of termination. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $25,000 per fiscal year as set forth in Exhibit "A", attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Service Contractor shall submit invoices based on total services which have been satisfactorily completed for each unit as required. The City will pay monthly payments based on approved invoices in accordance with this Section. 3.3 Records of Expenses. Service 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Service Contractor shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Service Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Service 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 Service Contractor is permitted to subcontract any part of this Agreement by City, Service Contractor shall be responsible to the 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 Service Contractor. City will deal directly with and will make all payments to Service Contractor. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Service Contractor 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 Service Contractor's fees, Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Service Contractor warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), 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 Service Contractor 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. 2 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law; E-Verifv. 9.1. Compliance with Law. Service Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 9.2. E -Verify. If Service Contractor is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Service Contractor shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Service Contractor shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at htto://w r,,g,scis gov, or access the registration page at https:l/e-verif .us�cis.c ov/enroll/. Service Contractor shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. Section 10. Conflicts of Interest. Service 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 Service Contractor. Section 11. Copies of Work Product. At the completion of the work, Service Contractor shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Service Contractor's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. 3 Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Service Contractor in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Service 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 Service Contractor's professional services. Section 13. Indemnity. To the fullest extent permitted by law, Service Contractor 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 Service Contractor, Service Contractor's agents, officers, employees, subcontractors, or independent contractors hired by Service Contractor in the performance of the Agreement. The only exception to Service Contractor'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 Service Contractor. Section 14. Insurance. On or before beginning any of the services or worm called for by any term of this Agreement, Service Contractor, 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. Service Contractor shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Service Contractor has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class Vll or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Service Contractor shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than El 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 small be at least twice the required occurrence limit. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Service Contractor 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 Service Contractor intends to employ employees to perform services under this Agreement, Service 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, Service Contractor 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 Service Contractor, including the insured's general supervision of Service Contractor; products and completed operations of Service Contractor; premises owned, occupied or used by Service Contractor; or automobiles owned, leased, hired, or borrowed by Service Contractor. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 Errors and ©missions Coverage — Not Applicable 14.6 Notice of Cancel Iation/Term!nation of Insurance. The above policy/policies small 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. Service Contractor shall not receive any compensation until all insurance 5 provisions have been satisfied. 14.8 Notice to Proceed. Service Contractor shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Service Contractor 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 Service Contractor. 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 Sart Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Nasser Abbaszadeh To Service Contractor: Rincon 114 Rincon Court San Clemente, CA 92672 Attn: Lynne Perea 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"), 101 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: ---t- - 0,4� - Dave Adams, Interim City Manager SERVICE CONTRACTOR A By: ATTEST: Maria Morris, "Citole& wfiafa �66 •A OT�arl tandIdval, City' Attorney� May 31., 2011 City Of San Juan Capistrano lift Thomas 324.0.0 Paseo Adelanto San Juan Capistrano, CA 9.2675 Subject: Agreement. of Services to Perform s: needed Rincon("ruck Center is a full service diesel repair shop wfth authorized denier association with Cummins, Caterpillar, Freightliner, Engine Control Systems, Allison and John Deere. Service Department Hours, Mondc qy-Friday 7.00arrl – 5.:00 rp Saturday ( y Appointment) PhOne: 9 -3520 optior, 2. We Service Ail Makes & [,Models - Fac:taryFrain d Technjda ns 4P Diesel Engine Rtp`air missions Retrofits i`.DPF'sJ Smoke Opacity Tesing Tra srnisslon & Differential Sospensi€ n & Brakes. lid nmeiat & Spin Bafance New Tires ,Sales& Rectiips Hydraulics Jeld ing f ectricaf Systems �p Trailer Repair Mobile Preve rita live Sorviec �:e��ia.l�5/t rfr�lprnn st{��n.s Pre'ven'tative Maintenance fM—rj (N/C (N/Cwith full service on thisaccount) Per our agreement your account hourly slop Rate is. $120..0(. Service calls will be cha%ed from point to point, i'N/C for 61110 -age cert this account. EXHIBIT A DFALZR 114 ir,,c Ali Lid.. &,.n �i �z a': [��',;}tAlre (A 92672 1 Ph //`�49) 492-35-,20 { �2 (9(� q�9 ��2- } gg,�.5 l'- ! �',�."i3 ., s.. LT 1"�.h ;:3'�i-f� >.,-b„ �?1�..,, EXHIBIT A Rincon Parts Department Parts Departmerft Hoors.'. Monday -Friday 7:00ar—5;00pi-n h e; (9491492-35 option • Complete fine of Caterpillar, Cummins, Detroit, i"reighthner, Merttflr, Spicer, Bendix, and rnaoy more • See Ou.r Line Card & Specials on our website � ups r�r��:tantt�e�ss.cmos�r reo and fast deNvery service.to our Customer's (sore restrictions apply) Getting you back on. the road is ou. r top priority Make hydraulic hoses (Gates) and battery cables Per our agreement, your account will reflect a Municipality/City discount from list price. Parts c�v�r the counter or thruservice will 'reflect the same pricing. Parts pricing may be subject to cha:rl e do to cost from our r;rarr.t factures. Special order parts or overnight may require freight charges. Our payment terms are 30 days from Invoice date, We look forward to serving.the City sof San Juan Capistrano and feet free to contact any Rincon employee or myself. Sincerely, Lynne Berea warranty/Emission gates :office phonez (949) 492-352.0 ext 241 Attac:hrrrents. 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