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20-0729_JOHN ROBINSON CONSULTING, INC._First Amendment to Personal Services AgreementFIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT RECYCLED WATER SITE INSPECTIONS AND CROSS CONNECTION TESTING THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT between the CITY OF SAN JUAN CAPISTRANO ("City") and John Robinson Cons it' Inc., a Calif rnia corporation ("Consultant") is made and entered into, to be effective the q day of 2020, as follows: RECITALS WHEREAS, the City and Consultant have entered into that Professional Services Agreement dated July 5, 2019 for Recycled Water Site Inspections and Cross Connection Testing (the "Agreement"); and WHEREAS, the City and Consultant desire to further amend the terms of the Agreement as provided hereunder. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained therein, City and Consultant agree to amend Section 5 of the Agreement as follows: Section 2, Term is amended to add 185 calendar days, for a total 1 year term commencing on the effective date of July 29, 2019 and expiring on July 29, 2020. -1- s�oo�s.i 61147.021 00\10229925.1 SIGNATURE PAGE FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT RECYCLED WATER SITE INSPECTIONS AND CROSS CONNECTION TESTING All oth effect. ATTEST: By: ns of the Agreement not amended hereunder shall remain in full force and Morris, City Clerk APPROVED AS TO FORM:., BylC eff all ger, Wy Attorney -2- 540023.1 61147.02100\10229925.1 CITY OF AN JUAN CA l TRANO By: B Iami i gel, City Manager JOHN ROBINS9N CONSULTING INC. By: 3/16/2020 Jo n Robinson, President CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of G5 , 20� by and between the City of San Juan Capistrano, a public agency o anized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and John Robinson Consulting Inc., a Corporation with its principal place of business at 1055 E. Colorado Boulevard, Suite 500, Pasadena, CA 91106 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: 2019 Recycled Water Site Inspections and Cross Connection Testing (hereinafter referred to as "the Project"). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $30,360. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant 1 61 147 02100\10974777 3 Updated March 2019 9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Contractor Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. for the following: (iii) Commercial General Liability Insurance must include coverage (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one 3 61 147 02100\ 109747773 Updated March 2019 profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of"the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25- S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including 6114702100\10974777 3 Updated March 2019 (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Rectuirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 13. California Labor Code Re uirements. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects 7 61147 02100\10974777 3 Updated March 2019 17 Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 18 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 19. Organization Consultant shall assign Mike Marquis, P.E. as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. above. 20. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described 21. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: CITY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 CONSULTANT: John Robinson Consulting Inc. 1055 E. Colorado Blvd., Suite 500 Pasadena, CA 91106 Attn: Steve May, Public Works & Utilities Attn: John Robinson, President. Director 0 City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 30. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. [SIGNATURES ON FOLLOWING PAGE] 11 61147,02100\10974777 3 updated March 2019 EXHIBIT A Scope of Services 13 61147 02100\109747773 Updated March 2019 Mr. Michael Marquis, Associate Civil Engineer - 2 - June 22, 2019 15 Plaza De Las Golondrinas & Y Y3 Ortega Car Wash 16 Rancho Madrina HOA Y Y1 17 Rancho San Juan HOA Y Y1 18 San Juan Creek HOA Y Yl 19 San Juan Hills HOA Y Y1 20 San Juan Mesa Verde HOA Y Y1 21 Seasons Senior Apartments II Y Y1 22 San Juan Capistrano Housing Y N 23 South Coast Christian Assembly Y N 24 Villa Paloma Y N 25 Fluidmaster Building (Site 1) Y N 26 Fluidmaster Building (Site 2) Y y - _ N Totals 26 1 Way Shutdown =15 2 Way Shutdown = 1 Y1= One -Way Shutdown Test Required Y2 = Two -Way Shutdown Test Required Scope of Services - Assumptions 1. JR Consulting shall obtain a contact list and homeowner association access codes from the City and then notify each customer, property manager and landscaping contractor, if applicable a minimum of 48 hours in advance of thework. 2. JR Consulting shall coordinate with Tim O'Neil or other assigned City personnel for all City park facilities, to have a City staff member accompany JR Consulting during the cross -connection testing (to run controller). 3. JR Consulting shall record all results of the visual inspection and cross connection testing on the City's recycled water site inspection and cross connection testing form from the City's recycled water Rules and Regulations. One form shall be completed by JR Consulting for each site and delivered to the City in electronic (PDF) format. This report can be provided to DDW personnel as compliance with the Master Engineering Report and Rules & Regulations 4. JR Consulting will perform a "two way" cross connection test for Marbella Golf Course. This will be conducted on a Monday since the golf course is not in operation and will minimize the impact to both the golf course and homeowner's association. The City's site inspection and cross connection summary form will be completed outlining the findings of the cross -connection testing and visual inspection. 1055 E. Colorado Blvd, STE 500, Pasadena, CA 91106 TEL (626) 375-9389}vyv.�_hiirc, lii,�g11 Mr. Michael Marquis, Associate Civil Engineer - 3 - June 22, 2019 Time Schedule JR Consulting will commence with the proposed scope of services immediately upon receipt of the City Notice to Proceed. JR Consulting will complete contacting and scheduling the sites for visual inspection, 1 -way cross connection test or 2 -way cross connection test within 30 days from Notice to Proceed. JR Consulting will complete the visual inspection and cross connection testing which includes site inspection and cross connection testing form in approximately 60 days from completion of scheduling the sites. JR Consulting is willing to discuss an alternative time schedule to meet the City's project schedule. Compensation JR Consulting will provide the services set forth in this proposal to the City on a time and material basis. Based on JR Consulting's present knowledge of the services described above, it is recommended that a not -to -exceed budget of $27,600. Below is a breakdown of the hours and hourly rates. Marbella Golf Course — 12.0 $1,800 2 Way Cross Connection Testing 15 Recycled Water Customers — 120.0 $18,000 1 Way Cross Connection Testing 26 Recycled Water Customers — 52.0 $7,800 Visual Inspection TOTAL 184.0 $27,600 (1) JR Consulting will be holding the hourly rale for John Robinson to $150/hour since the City is a long-time client. (2) JR Consulting will not be charging any "Other Direct Costs" including mileage JR Consulting commits to timely, responsive services, and to deliver excellence in the offered services. We are eager and enthusiastic to complete this scope of services. If there are any questions, please feel free to contact me at (626) 375-9389 or i robinson(it)jnhn rt)b i nscmc:onsu It i ii�csin i Very truly yours, John Robinson, Principal John Robinson Consulting, Inc. 1055 E. Colorado Blvd, STE 500, Pasadena, CA 91 106 TEL (626) 375-9389 w%vw jolilirul)iiisoncorisulting.edm