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02-0910_WIELAND ASSOCIATES, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this �`aay of J�'Q rou.vkll�,- 2002, by and between the Capistrano Valley Water District (hereinafter referred to as the "District") and Wieland Associates, Inc., (hereinafter referred to as "Consultant"), RECITALS: WHEREAS, District desires to retain the services of Consultant to provide acoustical consulting services for pile driving activities at the Desalter Facility; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, District and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by Consultant shall consist of those tasks as set forth in Exhibit 'A" attached and incorporated herein by reference. Consultant 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. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall be completed by no later than sixty (60) days from the effective date of this agreement. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed three thousand two hundred dollars ($320J0, as set forth in Exhibit "A," attached and incorporated herein by reference. 3.2 Rate Schedule. The services shall be billed to the District at the hourly rate set forth in Exhibit 'A," attached and incorporated herein by reference. Included within the compensation are all the Consultant's ordinary office and overhead expenses incurred by it, its agents and employees, including meetings with the District representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Consultant's proposal. 3.3 Method of Payment. Consultant shall submit monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of projected completion for approval by the District. The District 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 District is required prior to Consultant undertaking any extra work. 3.4 Records of Expenses. Consultant 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 District. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of District, and shall obtain no rights to any benefits which accrue to District's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for District to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the District. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the District. If Consultant is permitted to subcontract any part of this Agreement by District, Consultant shall be responsible to District 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 District. All persons engaged in the work will be considered employees of Consultant. District will deal directly with and will make all payments to Consultant. /agenda/desaltedwielandpsa.doc Page 2 Section 6. Changes to Scope of Work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the District, 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 Consultant's fees. Section 7. Not applicable. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant 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 Consultant. Section 11. Copies of Work Product. At the completion of the contract period, Consultant shall have delivered to District at least one (1) copy of any final reports and architectural drawings containing Consultant's findings, conclusions, and recommendations with any support documentation. All reports submitted to the District shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the District. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the District. All such reports, information, data, and exhibits shall be the property of the District and shall be delivered to the District upon demand without additional costs or expense to the District. The District acknowledges such documents are instruments of Consultant's professional services. lagenda/desalterlwielandpsa.doc Page 3 Section 13. Indemnity. Consultant agrees to protect, defend and hold harmless District, 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 Consultant arising out of or in connection with the work, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. Section 14. Insurance. 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 Not applicable. 14.2 Not applicable. 14.3 Not applicable. 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement to the Consultant's general liability policy to the Clerk of the Board'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, Consultant 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, Consultant shall submit an insurance certificate to the Clerk of the Board's office for certification that the insurance requirements of this Agreement have been satisfied. 14.6 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 District, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. /agenda/desalter/wielandpsa.doc Page 4 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the District has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. District and Consultant 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 District: Capistrano Valley Water District 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Public Works Director To Consultant: Wieland Associates, Inc. 23276 South Pointe Drive Suite 114 Laguna Hills, CA 92653 Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. lagendaldesalterlwielandpsa.doc Page 5 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. WATER DISTRICT , General Manager WIELAND ASSOCIATES, INC. By: C21 2V B1 `�e�s c near ATTEST: M r ret R. Monahan, Clerk of the Board APPROVED AS TO FORM: John R. Shaw, District Attorney /agenda/desalter/wielandpsa.doc Page August 21, 2002 MT. Bric Bauman Capistrano Valley Water District 32450 Pasco Adel anto San Juan Capistrano, CA 92675 Proposal File P661-02 Subject: Proposal Acoustical Consulting Services for Pile Driving Activities at the Desalter Facility Dear Mr. Bauman: As discussed in out telephone conversation, we propose to provide you with the following acoustical consulting services regarding the subject project: 1, We will conduct a field survey of the study area to identify the location, height and condition of any was that separate the project site from the adjacent mobile home park. 2. We will obtain from CV WD a list of the alternative equipment that will be used to install piles at the project site (i.c., pile driving or drilling). 3. We will conduct an analysis to estimate the noise levels that will be experienced at the mobile homepark as a result of driving the piles, and of drilling and pouring the piles. To conduct the analysis, we will obtain noise level measurements of similar activities at existing sites. If such activities are not available, we will use data provided by equipment manufacturers and/or published sources. 4. We will assess the impact of the estimated noise levels relative to the City's noise ordinance standards. 5. We will provide recommendations for mitigating the noise levels generated by driving the piles, and by drilling and pouring the piles. These recommendations will specify materials and performance criteria. 6. We will prepare a brief report of findings that identifies the alternative methods and equipment that will be used to install the piles, the estimated noise levels generated by both methods,.an assessment of impact, and our recommendations for reducing the impact. Please note that the proposed study will not address the potential impacts at the mobile home park associated with ground vibration induced by driving or drilling piles. WA Wieland AsSociates, roc. Acoustical Comullants 23276 South Pointe Drlve Suite 174 Logiuns H:11s, CA 91651 Tet: 9491829-6722 Fax: 949/829-6670 www'wielandamoccom EXHIBIT "A" al CAPISTRANO VALLEY WATER DISTRICT Proposal Fllc P661-02 Conditions 1. All tasks will be completed in a professional manner according to standard practice. 2. Any alteration or deviation from the proposed tasks involving extra costs will be executed only upon authorization and will become an extra charge over and above the proposed fee, 3. All agreements are contingent upon strikes, accidents, or delays beyond our control. 4. The work effort and fees authorized as a result of this proposal are valid for six (6) months. Fee Tasks 1 through 6: $3,200.00. Additional Consultation: Additional tasks conducted at the Client's request that are over and above those described as Tasks 1 through 6 will be invoiced on a tune -and -expense basis per our Fee Schedule, a copy of which is attached and incorporated herein by this reference. Terms: Our terms are net 30 days, We invoice on a monthly basis for work completed as of the invoice date. This is the entire agreement bctwecn Capistrano Valley Water District and Wieland Associates, Inc„ and there are no agreements, conditions, representations or understandings between us except as specifically set forth herein. If you wish to accept this proposal, please sign below, and return one signed copy of this document to our office. We look forward to working with you. If you have any questions, please don't hesitate to call us at 949/829-6722. Sincerely, ND ASSOCIA S C. Roberta R. Wieland President (—Davi!dL, Wieland Principal Consultant I Hereby Acknowledge and Accept This Proposal: Eric Bauman, for Capistrano Valley Water District Date Fee Schedule Labor Wieland Associates, Inc., bills for labor on an hourly basis per the following schedule: Ptinci2!LConsultant _ $110.00 _ Senior Consultant $90.00_ Associate Consultant $75.00 Technician $55.00 Graphic Artist $55.00 Word Processor $45.00 Expenses U All expenses are billed to the client at cost plus 10%. Mileage is invoiced at the rate of $0.40 per mile. U a Ct aD