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01-0206_AKM CONSULTING ENGINEERS_Personal Services Agreement0 0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this/e'' ! day of , 2001, by and between the Capistrano Valley Water District (hereinafter referred Was the "CVWD") and AKM Consulting Engineers- (hereinafter referred to as "Consultant'). RECITALS: WHEREAS, CVWD desires to retain the services of Consultant to update the Domestic Water Master Plan (DWMP) of May 1999, the Domestic Water Capital Improvement and Replacement Projects Funding Alternatives of May 1999, the Non - Domestic Water Master Plan (NDWMP) of January 2000, and the Non -Domestic Water System Financial Plan of May 2000; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, CVWD and Consultant mutually agree as follows: Section 1. Scone of Work. The scope of work to be performed by Consultant shall consist of those tasks as set forth in Exhibit "A," described as the consultants proposals of January 16, 2001 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 120 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 Forty Five Thousand Six Hundred and Thirty Two Dollars j$ 45,632.00), as set forth in Exhibit "A," attached and incorporated herein by reference. KE 0 r 3.2 Rate Schedule. The services shall be billed to the CVWD 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 CVWD 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 CVWD. The CVWD 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 CVWD 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 CVWD. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of CVWD, and shall obtain no rights to any benefits which accrue to CVWD'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 CVWD to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the CVWD. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the CVWD. If Consultant is permitted to subcontract any part of this Agreement by CVWD, Consultant shall be responsible to CVWD 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 CVWD. All persons engaged in the work will be considered employees of Consultant. CVWD will deal directly with and will make all payments to Consultant. 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 CVWD, 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 CVWD, it shall immediately inform CVWD of this and shall not proceed with further work under this Agreement until written instructions are received from the CVWD. 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. Pursuant to CaIOSHA Consultation services, contractors are to comply with the Permit Confined Space Standard, Section 5157 of T8 CCR (Title 8, California Code of Regulations), when entering sewage or storm drains. 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 CVWD 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 CVWD shall be in reproducible format. 0 0 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 using ISO form CG 20 10 11 85 (in no event with an edition date later than 1990) to the CVWD's General Counsel 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 CVW D=s General Counsel 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 CVW D, 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. 0 0 14.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the CVWD has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. CVWD 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 CVWD: Capistrano Valley Water District 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Director of Administrative Services To Consultant: AKM Consulting Engineers 101 Pacifica, Suite 150 Irvine CA, 92618 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 Agreement. 6 0 0 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. CAPISTRANO VALLEY WATER DISTRICT David M. S erd in, Chairman CONSULTANT By:r--- ATTEST: CheI John erk of the Board ry APPROVED AS TO FORM: John.. aw, Attorney