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02-0612_IWATER, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT lol— �U(\-L 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. r 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 -1- 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. -2- 7' TiiTr. ?iR 4fd"1� 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 -3- 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; ee $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. -5- 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. Ka IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO / / rE, MAYOR t9A CONTRACTOR By. -:Qu • - 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 �i .�I 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! �I 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..