12-1030_VICTOR'S CUSTOM CHRISTMAS TREE_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this C�Aay
of LJ:J_, 2012, by and between the City of City of San Juan Capistrano (hereinafter
referred to as the "City") and Victor's Custom Christmas Trees, Inc. (hereinafter referred to
as the "Contractor").
RECITALS:
WHEREAS, City desires to retain the services of Contractor regarding the City's
proposal to provide decorations and decorate a holiday tree; 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 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 14, 2012.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $9,584.
3.2 Method of Payment.
Subject to Section 3. 1, Contractor shall receive initial deposit of $6,084 upon
approval of Agreement, 2,500 to be paid upon completion of decoration installation, and
$1,000 to be paid upon removal of decorations.
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 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 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.
For extra work not part of this Agreement, a written authorization from City is
required prior to 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 Contractor's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Contractor warrants that: (1) it has investigated the
work to be performed; (2) 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 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.
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
2
interest shall be employed by or associated with Contractor.
Section 11.
Section 12. fRESERVEDI.
Section 13. Indemnity.
To the fullest extent permitted by law, 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 Contractor, Contractor's
agents, officers, employees, subcontractors, or independent contractors hired by
Contractor in the performance of the Agreement. The only exception to 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 Contractor.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, 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. Contractor shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Contractor 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.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Contractor 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, 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 Workers' Compensation.
If Contractor intends to employ employees to perform services under this
Agreement, Contractor shall obtain and maintain, during the term of this Agreement,
Workers' 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 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 Contractor, including the insured's general supervision of
Contractor; products and completed operations of Contractor; premises owned, occupied
or used by Contractor; or automobiles owned, leased, hired, or borrowed by Contractor.
The coverage shall contain no special limitations on the scope of protection afforded City,
its officers, employees, agents, or volunteers.
14.5 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.
14.6 Terms of Compensation.
Contractor shall not receive any compensation until all insurance provisions
have been satisfied.
14.7 Notice to Proceed.
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.
12
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 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 San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: David Hubler, Public Works Manager
To Contractor: Victor A. Serrao
Victor's Custom Christmas Trees
24036 Broadhorn Drive
Laguna Niguel, CA 92677
i.1
Section 17. Prevailing Wages.
Contractor hereby expressly acknowledges and agrees that the City has not
previously affirmatively represented to the Contractor in writing or otherwise, in a call for
bids or otherwise, that the work to be covered by this Agreement is not a "public work," as
defined in Section 1720 of the Labor Code. Contractor shall indemnify, protect, defend
and hold harmless the City and its officers, employees, contractors and agents, with
counsel reasonably acceptable to City, from and against any and all loss, liability, damage,
claim, cost, expense and/or "increased costs" (including reasonable attorneys' fees, court
and litigation costs, and fees of expert witnesses) which, in connection with the work
contemplated by this Agreement, including, without limitation, any and all public works (as
defined by applicable law), results or arises in any way from any of the following: (1) the
noncompliance by Contractor of any applicable local, state and/or federal law, including,
without limitation, any applicable federal and/or state labor laws (including, without
limitation, if applicable, the requirement to pay state prevailing wages and hire
apprentices); (2) the implementation of Section 1781 of the Labor Code, as the same may
be amended from time to time, or any other similar law; and/or (3) failure by Contractor to
provide any required disclosure or identification as required by Labor Code Section 1781,
as the same may be amended from time to time, or any other similar law. It is agreed by
the parties that, in connection with the work contemplated by this Agreement, including,
without limitation, any and all public works (as defined by applicable law), Contractor shall
bear all risks of payment or non-payment of prevailing wages under California law and/or
the implementation of Labor Code Section 1781, as the same may be amended from time
to time, and/or any other similar law. "Increased costs," as used in this paragraph, shall
have the meaning ascribed to it in Labor Code Section 1781, as the same may be
amended from time to time. The foregoing indemnity shall survive termination of this
Agreement and shall continue after completion of the work by Contractor.
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.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CONTRACTOR
i
By:
ictor A. Serrao, President
7
`r/cctoa'd eadtow 6(vz Kcal %reed, INC,
24036 Broadhorn Dr.
Laguna Niguel, Ca 92677
949 248-8733 Office 949 496-3638 Fax
www.victorschristmastrees.com
Email: vcct@pacbell.net
October 22, 2012
This agreement price is based on one (1) year 2012
Victor's Agrees to:
Decorate existing live tree designated as City Christmas tree. Christmas tree to be decorated with
Victor's ornaments and bows (multicolor) and City owned lights. Christmas ornaments and bows are
provided by Victor's on a leased basis only and remain the property of Victor's. Lights will consist of 35
strands of C-7 multicolored lights, 100' long with 100 bulbs each. Each bulb rated at .96 watts each.
The cost for this contract year will be $5,000 for tree decoration/install/removal. Payment to be made
as follows: $1,500 due upon the signing of this agreement, $2,500 to be paid upon completion of
decorating, and $1,000 to be paid on removal of decor.
Victor's also agrees to purchase, provide, and install aforementioned lights for installation on the City
tree, and return said lights to the City upon takedown at cost of $4,209.00, due upon the signing of this
agreement.
Victor's also agrees to purchase, provide, and install a standard lit star tree topper for Christmas season
2012. This star tree topper will remain the property of the City of San Juan Capistrano upon takedown
at a cost of $375.00, due upon the signing of this agreement.
Total Cost for 2012 Christmas Season is $9,584.
Installation Date: Installation to begin no later than November 19 and must be complete by November
26, 2012.
Removal Date: As Directed by the City.
Victor's agrees to decorate Christmas tree at own expense and to supply own 40' man lift for decorating
and takedown at own expense.
Victor's shall not be responsible for Christmas tree due to acts of nature such as high winds, lightning,
fires due to lightning, etc.
Victor's agrees to maintain said decorations during term of contract, excluding vandalism
Victor's agrees to produce said tree in a workmanlike manner.
EXHIBIT A
Limits of liability insurance will be two million ($2,000,000). Property damages will be taken out by
Victor's at no expense to the City of San Juan Capistrano and City of San Juan Capistrano shall be named
asinsured.
City of San Juan Capistrano agrees to supply appropriate ground access and sufficient electrical power.
City of San Juan Capistrano agrees to provide all necessary encroachment permits and electrical permits.
Victor's agrees to have tree fully decorated and functioning by City deadline.
City of San Juan Capistrano agrees that Victor's, if necessary, may work on decorating and take down of
Christmas tree decor during am and pm hours to meet completion/removal deadlines.
If City of San Juan Capistrano cancels contract after signing, 1/3 of contract price will be due thirty (30)
days after cancellation of contract.
Victor Serrao
32400 PASEO AOELANTO
SAN JUAN CAPISTRANO. CA 92675
(949)493.1171
(949) 493, 1053 FAX
;III It (UUurmrupwr'arru.mg
TRANSMITTAL
TO:
Victor's Custom Christmas Trees
Attn: Victor A. Serrao
24036 Broadhorn Drive
Laguna Niguel, CA 92677
DATE: October 30, 2012
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
MEMBERS OF THE CITY COUN"^Ii
RE: Personal Services Agreement — Decorations and Decorate a Holiday Tree
SAM ALLEVATO
LtUR)LFRFESE
LARRY KRAML.R
DEREKREEVE
JCNN TAYLOR
Enclosed is an original agreement for your records. Please be aware, our office has not
received insurance documentation as outlined within the contract. Please provide these
documents as soon as possible. If you have questions related to insurance requirements,
please call Christy Jakl, Deputy City Clerk at (949) 443-6310.
If you have questions concerning the agreement, please contact Jill Thomas, Senior
Management Analyst at (949) 443-6362.
Cc: Jill Thomas, Senior Management Analyst
Scnr .Iran) GLI) I-ano: Presen in,g thc, Post to Enhance the Future
Q� nrnlea o� r;U �ro,.yueG oapr,r
Christy Jakl
From: Christy Jakl
Sent: Tuesday, October 30, 2012 11:41 AM
To: Jill Thomas
Subject: Victor's & Jarvis PSA
Attachments: 2012 Victor's PSA.pdf,, 2012 Jarvis PSA.pdf
Hi Jill,
For your records, attached are the PSAs with Victor's Custom Christmas Tree and Jarvis Company.
Thanks!
Christi Jakl
Deputy City Clerk
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(949) 443-6310 i (949) 493-1053 fax
Please share your experience with the City by taking our Survey.
Today's Date: October 22, 2012
0✓
FINAL CONTRACT TRANSMITTAL
COUNCIL MEETING DATE (if applicable) -
W] Reviewed as to form by City Attorney and date approved 10/18/12.
Project Manager's Last Name: Thomas
CIP No. (if any):
Transmittal Routing
(Check All That Apply)
City Attorney
City Manager
City Clerk
Phone Extension: 6362
APPROVING AUTHORITY: (Check One)
❑ Mayor ❑ SACRA Chair
❑✓ City Manager ❑ Oversight Board Chair
❑ SJCHA Chair
Provide (1) executed original contract for each signing party, including the City. If the agreement is to be
recorded — only (1) original will be recorded with certified copies going to other parties.
Please provide the mailing address of any party to receive an agreement — unless the mailing address is
included within the body of the agreement:
Names Street City St Zi
See Cover Letter
Victor's Custom Tree = Included
OTHER INSTRUCTIONS:
This is a time sensitive psa as it is for Holiday tree decorating.
Form Date: 9/2012 D-7