15-0616_MARINA LANDSCAPE MAINTENANCE_Personal Services Agreement 1
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made,entered into,and shall become effective this LLday
of WQ_�., 2015, by and between the City of City of San Juan Capistrano (hereinafter
ref rred to as the"City")and Marina Landscape Maintenance, Inc. (hereinafter referred to
as the "Contractor").
RECITALS:
WHEREAS, City desires to retain the services of Contractor regarding the City's
proposal to provide drought response water conservation related landscape services for
City Facilities, City Paas, City Parkways and Medians, City Sport Fields, Landscape
Maintenance Districts, Los Rios Park, Open Space, and Reata Park and Event Center;
including but not limited to site assessments, irrigation modifications, and turf
replacement/conversion services; 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 Jane 17, 2015 and continue until June 30,
2016,with the option of one(1)one-year extension.Agreement extensions shall be based
on staff review of the Contractor performance and at the discretion of the City Manager.
The Agreement will terminate on June 30, 2016, unless extended as provided herein.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $100,000 and be
payable at the hourly rates as specified in Exhibit A. 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.
ATTACHMENT
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 tloon Subcontracting and e4ssgarnent.
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.
Sermon 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 Contractors fees.
Section 7. Familiarily,with Work and/or Construction Site_
Sy 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 S. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Cornoliance 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. [RESERVE®1.
Section 12. [RESERVE® .
Section 13. In emni
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 Bests Guide Rating of A-Class
Vil 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 afford$ 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 Cityo
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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 all 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 brokerlagent to the City at
mmor(is@sanjuancapistrano.org.
Certificate Holder:
City of San Juan Capistrano, California
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
14.6 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.
14.6 Deductible.
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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 VII 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/ ermination 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 all 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 16. 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. Notre.
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: Keith Van Der Maaten
To Contractor: Marina Landscape Maintenance, Inc.
1900 S. Lewis Street
Anaheim, CA 92805
Attn: Robert B. Cowan
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.
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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 WrrNEss WHEREOF,the parfiee hereto hae exemded this Agreement.
CrrY OF SM JUAN CAPISTRANO
CONTRACTOR
BY.
dor
ATTEST-
M��memstio aft
APPROVED AS TO FORK
City AUNW
MAI
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May 12,2015 1]
landscape mehtenenr.e
lmdsm—,"a .e
.Sim Jum c' pi €1 mrostr�n: nsrox
��� IerlgRt$on�etrq t1�8;
A/ubai'Landseape is ts1med-tnprovide the rates for.the rdm fitting of irigation system to
Pr0�t*ee0A,tLuf am,
« 1�Ili a gass�ble vslvo iil t�e: is led:t i�p ens re alat�r Gard Asa s�Vam dtapliue
;0 mob tragi,
In areaffvhm you bawe onetree only�present we:,wM cap.t the pop ups w ith tbres ded .ps
or Rainblixf 18,00 Gip off and uno..Ra*W retro-1800.
®
When pom$Je -N*e will'be taftUW with presses re0otor and nli s*&ee driplisae
to�emdh 6ee...We4ffuse 00man:and valve wire from.exisfha g valve.
m
tiator, . a .
y?1gationAppreake 3S b0
erg OD
.9ftlaspecOO.n. S 55.60
P?OJW Mzjq�gemeft s- Two
ill as to e:as All wgrk to be completedd bra wadmiaWfter
according to sbmdad"'a6fim. AnY Abdadori d dont abiove speific.atiaw=involy g
exta Com wM'be mmuted®Aly orders,ind Will be=man wdm over an(I
gbpVO' b .
Authorizied, i 3ose tont s
®TR Mama 1 y' w#l'ia'proposd i3 tot
apOeptod wltliin 3.Q Lays.
AW"noe'OfftDPOW:Theabove prIy qMificationsMo nditi® 'a'ro Sa. iy el
bmby adoepta Y011: .a &' ' to do the-work as speeifed. payment will he made' as
above.
Bate o A ce
tCF+ ,Isle.
19
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EXHIBIT
lindscape wgirualon
May 12,2015
lendscaps vrqKitaL(Ure
San,luau Capistmo
Re,. Irrigation ro.-tra"in
Marina Landscape is p1rased to provide the rates for the retro-titting of irdgatiowsystmj to
progdrvethe4 in'turf Oxea't
,Y,xik wao amdmedi'ins
q When possi*-rie*valve will be.Linstalled with pressure regulator end�on surface dripjige
0 In arms where yovrbave omtree orAyprasenf we wfll cap:the pop ups miththreaded Caps:
or RaWAO 18,00 Cap Offand use Raiz bird Tom- 18*
Wren pmsibje-'jiewyojw R ed wltb pxeswd it.gWotor,Ok on Uffd s ace dn'p
line
to each"tkW,We W d valve W1 fro -existing g VaIV
an a re,fr m ex fm as
Item HBurEy Rate
Irrigator 4500
_Lrriga"i apprentice 35-00
Laborer 301CO
Site,Inspection 55m
reject manag4,t-nt
All V*qW is gua=- tco.4 to be as vociffed. All work to b�oorolebeA Werkrna4kv manner
A�k�alimfion or deviatidn from above specifications involving
-extra cos ft veil]he mmutod only upon written ordas,andviE becomo an extra charge over alld
abavothe eaimat6.
Authorized Sipgtwe Jose Contreras
NOTFMarina may withdraw this proposal if—
accepted within 30,days.
AtcVump'of Piopml,The above pri=,specificatiom and.ponditiorre ar6 satisfactory and are,
hereby accepted. Yo4 are zuthorizod to do the work as specified. Payment will be ma4eas,
outlined above.
Date of Acceptance„ ________
MARINA LANDSC Apt'INC.
1900 S,Lewis Stma Amb*m-rA 92895 714�948.EM f 714,935A199 tv rnadnaW.mm* Ucerm.##92862,i4,B.C27.636
EXHIBIT A