15-0603_PROFESSIONAL PARKING, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
1 THIS AGREEMENT Is made, entered into, and shall become effective this o day
of y)tt\G., 2015, by and between the City of City of San Juan Capistrano (hereinafter
referred to as the "City") and Professional Parking, inc. (hereinafter referred to as the
"Contractor").
RECITALS:
WHEREAS, City desires to retain the services of Contractor regarding the City's
proposal to provide trolley related and shuttle services for the City; 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 June 10, 2015 and continue through
September 15, 2015. The Agreement will terminate on September 9, 2015.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $25,000, payable at
the rates as set forth in Exhibit "A", attached and incorporated herein by reference. The
City shall issue purchase orders equal to the anticipated Contractor fees on an annual
basis, which shall constitute the Contractor's authorization to proceed.
3.2 Method of Payment.
Subject to Section 3.1, Contractor shall submit monthly invoices based on total
services which have been satisfactorily completed for such monthly period. The City will
pay monthly progress payments based on approved Invoices in accordance with this
Section.
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 ail
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.
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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
interest shall be employed by or associated with Contractor.
Section 11. fRESERVEDI.
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
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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. Insurance Coverage Required. The policies and amounts of insurance
required hereunder shall be as follows:
14.1. Comprehensive General Liability.
Comprehensive General Liability Insurance which affords coverage including
completed operations and contractual liability, with limits of liability of not less than
$5,000,000 per occurrence and $5,000,000 annual aggregate for liability arising out of
Contractor's performance of this Agreement. The limits shall be provided by either a single
primary policy or combination of policies. If limits are provided with excess and/or umbrella
coverage the limits combined with the primary will equal the minimum limits set forth above.
If written with an aggregate, the aggregate shall be double the each occurrence limit.
Such insurance shall be endorsed to:
Name the City of San Juan Capistrano and its employees, representatives, officers
and agents (collectively hereinafter "City and City Personnel") as additional insured for
claims arising out of Contractor's performance of this Agreement.
Provide that the insurance is primary and non-contributing with any other valid and
collectible insurance or self-insurance available to City.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsement.
14.2 Automobile Liability.
Automobile Liability Insurance with a limit of liability of not less than $5,000,000
each occurrence and $5,000,000 annual aggregate is required. The limits shall be
provided by either a single primary policy or combination of policies, if limits are provided
with excess and/or umbrella coverage the limits combined with the primary will equal the
minimum limits set above. Such insurance shall include coverage for all "owned," "hired"
and "non-owned" vehicles, or coverage for "any auto." Such insurance shall be endorsed
to:
Name the City of San Juan Capistrano and its employees, representatives, officers
and agents as additional insured for claims arising out of Contractor's performance of this
Agreement.
Provide that the insurance is primary and non-contributing with any other valid and
collectible insurance or self-insurance available to City.
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A statement on an insurance certificate will not be accepted in lieu of the actual
endorsement.
14.3 Workers' Compensation.
Workers' Compensation Insurance in accordance with the Labor Code of California
and covering ail employees of the Contractor providing any service in the performance of
this agreement is required. Such insurance shall be endorsed to: Waive the insurer's right
of Subrogation against the City and City Personnel.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsement.
14.4 Evidence of Insurance.
Contractor shall provide to City a Certificate(s) of Insurance evidencing such
coverage together with copies of the required policy endorsements at least fifteen (15)
business days prior to the expiration of any policy. Coverage shall not be suspended,
voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for
any reason, without thirty (30) days prior written notice thereof given by the insurer to City
by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case
ten (10) days prior notice shall be provided.
Signed insurance certificates, endorsements and the general liability declaration
page must be sent via email from Contractor's insurance broker/agent to the City at
mmorris@sanjuancapistrano.org.
Certificate Holder:
City of San Juan Capistrano, California
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
14.5 Endorsements.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsement. Insurance policies shall not be in compliance if they include any limiting
provision or endorsement that has not been submitted to the City for approval. Additional
insured Endorsements shall not:
1. Be limited to "Ongoing Operations"
2. Exclude "Contractual Liability"
3. Restrict coverage to the "Sole" liability of Contractor
4. Contain any other exclusion contrary to the Agreement.
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14.6 Deductible.
Any Deductible in Excess of $50,000 and/or Self-Insured Retentions must be
approved in writing by the City.
14.7 Acceptability of Insurers.
Each policy shall be from a company with current A.M. Best's rating of A Vli or
higher and authorized to do business in the State of California or approved in writing by the
City.
14.8. Insurance of Subcontractors.
Contractor shall be responsible for causing Subcontractors to maintain the same
types and limits of coverage in compliance with this Agreement, including naming the City
as an additional insured to the Subcontractor's policies.
14.9 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.
14.10 Terms of Compensation.
Contractor shall not receive any compensation until ail insurance provisions
have been satisfied.
14.11 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.
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.
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Section 16. Notice
All notices shall be personally delivered or mailed to the below listed addresses, or
to such ether 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: Keith Van Der Maaten
To Contractor: Professional Parking, Inc.
2301 Stanley Avenue
Signal Hill, CA 90755
Attn: Ralph L. Caldin, Jr.
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 ail 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.
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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.
Section 20. Counterparts.
This Agreement may be executed by the Parties in counterparts, which counterparts
shall be construed together and have the same effect as if all the Parties had executed the
same instrument. Counterpart signatures may be transmitted by facsimile, email, or other
electronic means and has the same force and effect as if they were original signatures.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
APPROVED AS TO FORM:
Oity^orney /)
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A Proposal to Operate the
Troiiey Service for the
City of San Juan Capistrano
PROFESSiaNAL PARKING
March 30,2015
EXHIBIT A
City of San Juan Capistrano
April 17,2015
Jill Thomas
Senior Management Analyst
City of San Juan Capistrano
Re: Summer/Event Trolley Program
Dear Ms. Thomas:
l am pleased to present Professional Parking's response to the Summer Troiiey Program. The
mahagemeht team at Professional Parking has over 50 years of transportation experience, with a
majority of that experience in Southern California.
As a local company, our focus is on providing the CITY OF SAN JUAN CAPISTRANO a very cost effective
solution to their trolley program; while at the same time providing the most reliable, safest and citizen
friendly program that will adjust to the changing demands of the City.
The team responsible for overseeing the Trolley Program at San Juan Capistrano have managed over 20
various programs including the programs for hospitals, airports. University of Ca, Irvine, the University of
Minnesota and CA State Universities at Long Beach and Dominguez Hills.
Based on our conversations and the Quote Sheet provided by the City, we are able to provide the
requested service at the following rates:
Weekend Driver Only - includes fuel, cleaning, and insurance
12 weekends at 25 hours a week $59,75 / hour x 300 hours
Special Events Driver Only - includes fuel, cleaning, and insurance
4 select dates at 6-8 hours a day $59.75/hour x 26 hours
(2) Company Shuttles & Drivers - Includes vehicle, fuel, cleaning and insurance
3 Days for 4th of July Weekend $82.50 / hour x 52 hours
The total estimated cost for the summer based on your needs is approximately $23,769.00.
I thank you for considering our proposal. As a Local Company we are confident you will find our
proposal is focused on meeting the specific needs of the City, your Department and your community.
Respectfully,
Ralph L. Caldin Jr.
President
2 I P a g e