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15-0617_ULTRA CLEANUP SERVICES_Personal Services AgreementPERSONAL SERVICES AGREEMENT J THIS AGREEMENT is made , entered into , and shall become effective this {l~ay of ~. 2015 , by and between the City of San Juan Capistrano Housing Authority (hereinafter referred to as the "Authority") and Ultra Cleanup Services(hereinafter referred to as the "Consultant"). RECITALS : WHEREAS , Authority desires to retain the services of weed abatement and tree trimming within the Little Hollywood common area ; and WHEREAS , Consultant is qualified by virtue of experience , training , education and expertise to accomplish such services . NOW, THEREFORE , Authority and Consultant mutually agree as follows : Section 1. Scope of Work. The scope of work to be performed by the Consultant 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 requ i red hereunder shall be completed , no later than June 30 , 2015 . Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $3 ,575 as set forth in Exhibit "A ," attached and incorporated herein by reference . 3.2 Method of Payment. Subject to Section 3.1 , Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period . The Authority will pay monthly progress payments based on approved invoices in accordance w ith this Section . 1 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 Authority. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of Authority, and shall obtain no rights to any benefits which accrue to Authority's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for Authority to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the Authority. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the Authority. If Consultant is permitted to subcontract any part of this Agreement by Authority, Consultant shall be responsible to Authority 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 Authority. All persons engaged in the work will be considered employees of Consultant. Authority 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 Authority 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 Authority, 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 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 Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by Authority, it shall immediately inform the Authority of this and shall not proceed with further work under this Agreement until written instructions are received from the Authority. 2 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. Copies of Work Product. At the completion of the work , Consultant shall have delivered to Authority 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 Authority shall be in reproducible format , or in the format otherwise approved by the Author ity in writing . 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 o r organ ization without prior written consent of the Authority . All such reports , information , data , and exhibits shall be the property of the Authority and shall be delivered to the Authority upon demand without additional costs or expense to the Authority . The Authority acknowledges such documents are instruments of Consultant's professional services . Section 13. Indemnity. To the fullest extent permitted by law , Consultant agrees to protect , defend , and hold harmless the Authority and its elective or 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 , includ ing 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 Authority , is due to the negligence , 3 recklessness and/or wrongful conduct of Authority, 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 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 Authority, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the Authority. 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 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 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 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant 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. 4 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 Authority , 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 Authority , its officers , employees , agents , or volunteers . 14.5 Errors and Omissions Coverage -Not applicable. 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 Authority's General Counsel 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 Authority, except that ten (1 0) 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 Authority has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. Authority 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 (1 0) 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 5 to the ten (1 0) 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 Authority: To Consultant: San Juan Capistrano Housing Authority 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Laura Stokes Ultra Cleanup Services P.O. Box 3744 Mission Viejo, CA 92690 Attn: Jesse Gomez 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. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM: Cit~WM SAN JUAN CAPISTRANO HOUSING AUTHORITY By:_~-----=~--- Charles View Development Services Director 7 j \ ';,.. . -. EXHIBIT A .. ,-: f 1\ ULTRA CLEANUP SERVICES-LANDSCAPE PROPOSAL Proposal Submitted to: Laura Stokes, San Juan Capistrano Housing Authority City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Date: May 7, 2015 Project Title: Common Area Weed Abatement, Clean up and Tree Trimming Project Description: Little Hollywood -Los Rios and Mission Street Common Areas Estimate Number: 50620 I 5 Description: Cleanup & weed abatement $ 2,025 on Los Rios Street and Mission Street common areas approx. 3 acres followed by weed chemical spray for weed and grass control 30 shrubs trimming remove $ 1,550. overgrowth and tree trimming - remove branches blocking driveways Remove all debris, branches, overgrowth and weeds Total $ 3,575. ULTRA CLEANUP SERVICES P.O. BOX 3744 MISSION VIEJO, ca 92690 949-254-9400 ULTRA CLEANUP SERVICES-LANDSCAPE PROPOSAL ULTRA CLEANUP SERVICES Printed Name Title