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05-1129_HDR ENGINEERING, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this o I day of , 2005, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and HDR Engineering, Inc., (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide Engineering Services for Economic Analysis of Alternatives related to the J.B. Latham AWT Facilitv Effluent Delivery Svstem: and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City 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 90 days. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed fourteen thousand nine hundred dollars ($14,900), as set forth in Exhibit 'A," attached and incorporated herein by reference. 1 3.2 Rate Schedule. The services shall be billed to the City 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 City 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 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 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 City. Section 4. Independent Contractor. It is agreed that Consultant 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 Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, 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 Consultant is permitted to subcontract any part of this Agreement by City, Consultant 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 FA be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. 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 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 Consultant's fees. Section 7. Familiarity with Work and Construction Site. By executing this Agreement, Consultant 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 Consultant 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. 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 City 3 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 City shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the City. 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 City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemnity. Consultant 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 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 valid for a minimum of one year, or term of contract, whichever is longer, and it 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, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in the following minimum amounts: $500,000 property damage; 4 $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 occurrence/not limited to contractual period. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant 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 person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period 14.3 Worker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability 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, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement to the Consultant'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, 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 City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of Cancellation/Termination of Insurance. 5 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. 14.7 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 City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City 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 City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Public Works Director To Consultant: HDR Engineering, Inc. 26250 Enterprise Court Suite 150 Lake Forest, CA 92630-8408 0 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. 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 Atareement. 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. ATTEST: R. Monahan, City Clerk D AS TO FORM: John R. Iraw, City Attorney VA CITY OF SAN JUAN CAPISTRANO David F. Adams, City Manager CONSULTANT .�u i 0- Engineerfng, October 28, 2005 Mr. Eric P. Bauman Water Engineering Manager CITY OF SAN JUAN CAPISTRANO 32400 Paseo Adelanto San Juan Capistrano, California 92675 Subject: Proposal for Engineering Services for Economic Analysis of Alternatives J.B. Latham AWT Facility Effluent Delivery System Dear Mr. Bauman: The City of San Juan Capistrano (CSJC) desires to perform an economic analysis of the pumping and piping system to convey recycled water from the planned J.B. Latham Advanced Wastewater Treatment (AWT) facility to South Coast Water District (SCWD), Moulton Niguel Water District (MNWD), and CSJC. Staff from CSJC, MNWD, and SCWD met recently to review possible arrangements for joint participation in the AWT facility to produce and transport recycled water, including alternative physical arrangements of piping, pumping, and storage reservoirs, and questions that should be resolved prior to the conduct of the economic analysis. Two basic piping/pumping configurations were identified, and one major variant was created by the use of an equalizing effluent storage reservoir to allow pumping under a time -of -use electrical power rate schedule. In accordance with the above, HDR Engineering, Inc., (HDR) is pleased to propose the scope of service detailed in attached Exhibit 1. A preliminary draft of this scope was reviewed with you at our meeting on September 29, 2005. We propose to perform this work on a time -and -materials basis with total fee not to exceed $14,900 without additional, prior authorization. Estimated fee by task is provided in attached Exhibit 2. We anticipate that HDR's involvement with this project will occur over two months and have estimated our fee accordingly. In the event that particular task work requires additional involvement on our part beyond that specifically budgeted herein, additional budget will be required and will be requested at that time. Also, our scope of service assumes that all data to be reviewed, which we do not already have available, will be provided by CSJC staff. Other limiting assumptions are indicated in Exhibit 1.. Our Project Manager for this work will be Dave Roohk, and our Project Engineer will be Ricardo Vivas. Both have extensive experience with distribution system planning analyses. In addition, Dave has specific experience with your project considerations: (1) HH Engineering, I nc. 26250 Enterprise Cour Phone. (949)454-4000 Swap. 150 Fax 1949)454-0801 Lake Farm, CA 92630-0400 � hdrinc mee EXHIBIT "A" Mr. Eric P. Bauman October 28, 2005 Page 2 he was the project manager for the AWT facility preliminary design report prepared for the South Orange County Wastewater Authority, (2) he was the project director and technical reviewer for three predecessor studies that included similar concept alternatives for AWT effluent distribution and joint participation. Ricardo and Dave have ongoing involvements with planning and operational analyses with M1QWD's.recycled water distribution system, which will be involved in your planned interim connection as well as the subject work. Please call Dave Roohk, at 949-454-4829, if you have any questions concerning this proposal. We thank you for the opportunity to offer our services to you in support of this important work. Very truly yours, HDR ENGINEERING, INC. James A./Cathcart Vice President JACDLR Enclosures (2) H \MARKETING\01.0 Submitted Pmposals and QualiEeationa\2005 PmposalaW2 Mgmt & PlanVatham A Wr Effluent Delivery Ana1ysis\LtrPmp_AIt2.doc HEIR Engineering. Inc. Exhibit 1 J.B. Latham AWT Facility Effluent Delivery System Economic Analysis of Alternatives Scope of Service Task 1—Project Management and Meetings a) Perform job administration b) Participate in two meetings: (1) kickoff meeting to confirm scope, obtain additional data and agency direction, review analytical criteria, and coordinate schedule; (2) progress meeting to review draft findings, discuss implications and coordinate final submittal Task 2 --Data Collection and Review a) Collect and review relevant facility and/or current planning data (assumes one site visit, if needed) b) Collect and review relevant previous study data Task 3 --Alternative Development and Economic Analysis a) Confirm four effluent delivery alternatives and features required for analysis, including which portions of which facilities would be used by what combination of three interested agencies (assumes two basic options with one major variant) b) Develop four alternatives at concept level, including preliminary pipeline alignments, lengths and diameters; and preliminary sizing and operation of possible AWT facility effluent storage reservoir (assumes pumping station, reservoir, and other facility siting based on agency input with no detailed siting analysis; assumes simple single schematic diagram for displaying facility alternatives, with no other graphics) c) Confirm analytical criteria (basis of analysis) d) Provide capital cost opinion of each alternative e) Provide operating cost opinion of each alternative (assumes using power only) f) Perform life -cycle cost analysis of each alternative (assumes no financial analysis, i.e., how agencies fund capital or operating costs) g) Prepare rankings of four alternatives by overall project and by participating agency Task 4 --Summary of Findings a) Prepare draft of brief letter report for agency review and comment b) Prepare final letter report for agency use, with alternatives represented by schematic diagram and analytical findings incorporated by cost and ranking tables CDomwmbe S�V....WyV. SelNgsU.P. y � Fd.lOLK4W.V. t -do. Exhibit 2 J.B. Latham AWT Facility Effluent Delivery System Economic Analysis of Alternatives Estimated Fees Task Fee, dollars 1. Project Management and Meetings 3,600 2. Data Collection and Review 1,700 3. Alternative Development and Economic Analysis 6,300 4. Summary of Findings 3,300 Total 14,900 C:\Daun end Seltuig*W.w d.Y. SeVW\Tavprnary Infmne[ Fd.OLK4\F¢ d.