02-0612_IWATER, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
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THIS AGREEMENT is made and entered into this¢day of.April, 2002, by and
between the City of San Juan Capistrano (hereinafter referred to as the "City") and Water,
Inc. (hereinafter referred to as "Contractor').
WHEREAS, City desires to retain the services of Contractor regarding the City's
proposal to provide valve and fire hydrant maintenance 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:
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.
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Contractor warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of its
profession.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later than June 30, 2002.
3.1 Amount.
Total compensation for the scope of services for this Project shall not exceed
Twenty Thousand Dollars and No Cents ($20,000), as set forth in Exhibit "B," attached and
incorporated herein by reference.
3.2 Rate Schedule.
The services shall be billed to the City at the per valve or fire hydrant rate set
forth in Exhibit "B," attached and incorporated herein by reference. Included within the
compensation are all the Contractor's ordinary office and overhead expenses incurred by
it, its agents and employees, including meetings with the City representatives and incidental
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costs to perform the stipulated services. Submittals shall be in accordance with
Contractor's proposal. -
3.3 Method of Payment.
Contractor shall submit monthly invoices based on total services which have
been satisfactorily completed and specifying a percentage of projected completion for
approval by the City. The City will pay monthly progress payments based on approved
invoices in accordance with this Section.
For extra work not part of this Agreement, a written authorization from City
is required prior to Contractor undertaking any extra work.
3.4 Records of Expenses.
Contractor 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 City.
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.
The experience, knowledge, capability and reputation of Contractor, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant 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.
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.
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By executing this Agreement, Contractor warrants that: (1) it has investigated the
work to be performed; (2) it has investigated the proposed construction site, including the
location of all utilities, and is aware of all conditions there; and (3) it understands the
facilities, difficulties and restrictions of the work 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 City of this and shall not proceed
with further work under this Agreement until written instructions are received from the City.
Time is of the essenoe in the performance of this Agreement.
Contractor shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
. 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.
At the completion of the contract period, Contractor shall have delivered to City at
least one (1) copy of any final reports and architectural drawings containing Contractor's
findings, conclusions, and recommendations with any support documentation. All reports
submitted to the City shall be in reproducible format.
All services to be rendered hereunder shall be subject to the direcl:ion and approval
of the City.
All reports, information, data and exhibits prepared or assembled by Contractor in
connection with the performance of its services pursuant to this Agreement are confidential
to the extent permitted by law, and Contractor agrees that they shall not be made available
to any individual or organization without prior written consent of the City. All such reports,
information, data, and exhibits shall be the property of the City and shall be delivered to the
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City upon demand without additional costs or expense to the City. The City acknowledges
such documents are instruments of Contractor's professionaf services.
Section 13. Indemnity.
Contractor agrees to protect, defend and hold harmless City, its elected and
appointed officials 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 damage to
property or interference with use of. property and for errors and omissions committed by
Contractor arising out of or in connection with the work, operation or activities of
Contractor, its agents, employees and subcontractors in carrying out its obligations under
this Agreement.
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 the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrenoe/not limited to
contractual period.
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 the following minimum amounts:
$500,000 property damage;
$500,000 injury to one personfany one occurrence/not limited to contractual
period;
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$1,000,000 injury to more than one person/any one occurrence/not limited to
contractual period
14.3 Worker's Compensation.
If Contractor intends to employ employees to perform services under this
Agreement, Contractor shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's t-iability 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 to the Contractor's general liability and umbrella liability policies to the
City Clerk's office for certification that the insurance requirements of this Agreement have
been satisfied.
14.5 Errors and Omissions Coverage
Throughout the term of this Agreement, Contractor 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, Contractor
shall submit an insurance certificate to the City Clerk's office for certification that the
insurance requirements of this Agreement have been satisfied.
14.6 Notice of CancellationfTermination of Insurance.
The above policylpolicies shall not terminate, nor shall they be canceled, 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.
14.7 Terns of Compensation.
Contractor shall not receive any compensation until all insurance provisions
have been satisfied.
14.6 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.
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Section 15. Termination..
City and Contractor shall have the right to terminate this Agreement without cause
by giving thirty (30) days' advance written notice of termination to the other party
In addition, this Agreement may be terminated 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: Public Works Director
To Contractor. iwater, Inc.
28241 Crown Valley Pkwy, #F-264
Laguna Niguel, CA 92677
Ph. (949) 3642112
Fax. (949) 364-3325
Section 17, AttomMm' Fees.
If any action at law or in equity is necessary to enforce or interpret the terns of this
Agreement, the prevailing party shall be entitled to reasonable attomeys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
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").
This Agreement contractor the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
/ / rE, MAYOR
t9A
CONTRACTOR
By. -:Qu
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By: -:Qu, t w V'4
ATTEST:
Marga . Monahan, City Clerk
APPROVED AS TO FORM:
John
WAENG\SELD\VALVCONT.WPD -7- 311102
Scope of Work
1. From current water system maps operate and update information within
Water District boundaries.
2. Locate valve if existing.
3. Remove lid, and vacuum to clean valve stack.
4. Operate valve complete cycle and record number of turns to close.
5. Measure depth from street level to top of valve operating nut.
6. Return valve to open position unless dosed, then return to dosed position.
For Normally Closed Valves: In atlas maps dosed valves are labeled CLS.
Do not exercise these valves. Some lids are painted red and have a 3°
PVC riser with a red cap on them. If contractor locates a dosed valve,
notify the Water Distribution Supervisor. He will confirm if the valve should
be closed or if it can be exercised and left open.
7. Paint valve ID number on street and paint V marker on adjacent curb,
paint blue for domestic and purple for non-domestic.
8. Paint valve lid, blue for domestic and purple for non-domestic.
9. Record problems with valve or fire hydrant operation.
10. Record GPS location of valve and fire hydrant based on California Zone 6,
NAD 83.
11. Provide result of valve and fire hydrant service in map format with
corresponding attribute table.
12. Daily contact with Water Distribution Supervisor about area being
operated.
13. Weekly updates of progress of contract.
14. All work to be in compliance with safety regulations.
15. For emergency contact, call (949) 493-1515.
EXHIBIT A
Mater,, Inc.
28241 Crown Valley Pkwy., F -2b4
Laguna Niguel, CA 92677-1400
Phone: (949) 3642112
^y4 Fax: (949) 364-3325
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Preparedfon-
City of San 3uan Capistrano
Tom Johnson
32400 Paseo Adelanto
San 3uan Capistrano, CA 92675
6Water
Estimate
DATE ESTIMATE NO.
9/18/2001 201068
�i Thank you for choosing iWater!
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EXHIBIT 'B"
REP
TERMS
PROJECT
JA
Net 15
ITEM
DESCRIPTION
QTY
COST
TOTAL
Valve Service
Clean, Operate, and Document Valve Status. Customer
500
30.00
15,000.00
will receive database report and printed maps of project
area.
Hydrant Service
Operate hydrant ports and isolation valve. Test for shut
125
40.00
5,000.00
down, leaks, and static pressure.
APPROVAL: DATE:
TOTAL: $20,000.00
�i Thank you for choosing iWater!
�I
EXHIBIT 'B"
I!'
III
J
i
I
I
Water, Inc.
28241Xrown Valley Pkwy., F-264
Laguna Niguel, CA 92677-1400
Phone: (949) 364-2112
Fax: (949) 364-3325
Prepared for.
City of San Juan Capistrano
Tom Johnson
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
6Water
Estimate
DATE ESTIMATE NO.
9/18/2001 201067
Thank you for choosing iWater!
EXHIBIT ..B..
REP
TERMS
PROJECT
JA
Net 15
ITEM
DESCRIPTION
CITY
COST
TOTAL
Valve Service
Clean, Operate, and Document Valve Status. Customer
700
28.50
19,950.00
will receive database report and printed maps of project
area.
CA Sales Tax
7.50%
0.00
APPROVAL: DATE:
TOTAL: $19,950.00
Thank you for choosing iWater!
EXHIBIT ..B..